EASYPC LIMITED, incorporated and registered in England and Wales with company number 06655263 whose registered office is at Unit 2, Technology Centre, 40 Vulcan Road South, Norwich, Norfolk, NR6 6AF (“EASYPC”)
THE CUSTOMER identified in the contract application (the “Customer”)
1. Agreed Terms
The definitions and rules of interpretation in this clause apply in this Agreement.
“Applicable Data Protection Laws”: means:
- To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
- To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which EasyPC is subject, which relates to the protection of personal data
“Business Day” Monday to Friday, excluding any bank holidays in England.
“Business Hours”: 08:30 – 17:30 on a Business Day.
“Charges”: any fees payable by you to EasyPC under this Agreement, as set out in the applicable Quotation.
“Customer Materials”: means all information, text, graphics, photos, designs, content and materials provided by you to us for use in the provision of the Services.
“Deliverables” : all text, data, diagrams; reports, images, videos, graphics, designs, artwork, products, materials, specifications, articles, websites, software applications or any other electronic content (including drafts) created or provided by EasyPC to you in relation to the Services in any media. The term ‘Deliverables’ shall also include the ‘Final Deliverables’.
“Device”: your designated computer or other device that Services will be provided to.
“Final Deliverables”: the finalised version of the Deliverables.
“Hardware”: Any products provided by EasyPC on behalf of the Customer, including but not limited to desktop computers, laptop computers, network cabling, software products, audio visual products, servers and devices required to administer firewall and network protection.
“Intellectual Property Rights”: means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Quotation”: a document detailing the Services and/or Deliverables to be provided by EasyPC to you, as agreed by the parties in writing.
“Services”: the services to be provided by EasyPC to you under this Agreement, as specified in the applicable Quotation.
“Systems”: any EasyPC systems and applications used for providing the Services.
“Third Party Products”: any products, software or services offered by EasyPC which are licensed to you by a third party e.g. Office 365, antivirus protection etc.
“Viruses”: means viruses, worms, Trojan horses, ransomware, spyware, adware, rogue software, wiper and scareware, not excluding any new type of malware.
1.2. This Agreement will be deemed to be accepted by the Customer and will be effective on the earlier of:
1.2.1. the Customer signing the front sheet of this Agreement;
1.2.2. the Customer using any of the Services after receipt of this Agreement; or
1.2.3. (where there is an existing agreement between the parties relating to the subject matter of this Agreement) 30 days after the Customer’s receipt of this Agreement without the Customer notifying EasyPC of any objections thereto, on which date this Agreement will come into existence (“Commencement Date”) and will continue in force until terminated in accordance with its terms.
1.3. Any Service Schedule(s) will be effective on the earlier of:
1.3.1. the parties marking a cross in the relevant Service Schedule box on the Front Sheet of this Agreement. If this occurs after the Commencement Date, each party will insert its authorised representatives’ initials and the date at the right hand side of the relevant Service Schedule box; or
1.3.2. the Customer using a Service that corresponds with the relevant Service Schedule, on which date such Service Schedule(s) will be incorporated into this Agreement and will continue in force until terminated in accordance with the terms of this Agreement.
1.4. In the event of conflict between any part of this Agreement and/or any ancillary documents, the conflicting terms will take precedence in descending order of priority as follows:
1.4.1. any Quotation (the most recent version taking priority over previous versions);
1.4.2. any Individual Customer Terms (Schedule 6);
1.4.3. the Service Schedules, in descending order of appearance in this Agreement; and
1.4.4. the Main Terms (Schedule 1).
1.5. This Agreement will apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
1.6. Subject to clauses 10.2 and 10.3, the Customer acknowledges that this Agreement will apply to all current and future dealings between the parties relating to its subject matter.
1.7. In this Agreement, unless the context requires otherwise, the following provisions apply:
1.7.1. any capitalised terms in this Agreement will have the meaning set out in Clause 1.1.1 or alternatively within the body of this Agreement, unless otherwise stated;
1.7.2. any clauses or paragraphs referred to in a Schedule to this Agreement is to a clause or paragraph within that Schedule unless otherwise stated;
1.7.3. clause headings are for reference purposes only and shall not affect the interpretation of the clause;
1.7.4. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.7.5. the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.7.6. a reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.
2. General Obligations
2.1. We will provide the Services to you using reasonable care and skill and we will use reasonable efforts to deliver any Hardware and Deliverables to you in accordance with the applicable Quotation.
2.2. We will use reasonable efforts to complete the Services within any timeframe agreed with you, but for the avoidance of doubt, time shall not be ‘of the essence’ for the performance of the Services.
2.3. From time to time we may request that you provide us with certain Customer Materials, further information or assistance to enable us to fully perform the Services and you agree that this will promptly be provided to us.
2.4. You must ensure the accuracy of all such Customer Materials or information provided to us. If we are unable to perform our obligations to you under this Agreement because we have been prevented or delayed by you, such as your failure to do something requested of you, we will not be liable for any delays which may occur in the provision of the Services. If the delay in providing the Services exceeds seven days, you must pay us for any costs or expenses we have incurred as a result of the delay and all work provided by us up to that point in time.
2.5. You will be responsible for obtaining all licences and permissions, information and documentation as are reasonably necessary in order for us to fully perform the Services. You hereby confirm that you have all the necessary rights and ownership in the Customer Materials to permit us to use them for the provision of the Services without infringing any third party Intellectual Property Rights.
2.6. Where the Services are to be performed by EasyPC at the Customer’s premises or any third party location, the Customer is responsible for arranging any insurance against any loss or damage that may arise and ensuring that such premises are in a suitable condition for the provision of the Services.
2.7. You will check that the terms of each Quotation and any other information provided to us is correct and accurately reflects your requirements.
2.8. The Services are provided to you only, and you may not resell the Services to any third party without our express written permission.
2.9. You warrant that you have the legal right and authority to enter into and adhere to the terms of this Agreement.
3. Charges and Payment
3.1. Subject to anything contrary in the Schedules, the Customer agrees to pay any invoices within seven days of the date of the relevant invoice.
3.2. Where stated in a Quotation we may require you to pay a deposit or advance payment for certain Services. For the avoidance of doubt, any orders of Services in excess of £1000 or Hardware of any value will require cleared funds from the Customer prior to processing the order.
3.3. VAT and any expenses to be incurred will be shown separately on all invoices (where applicable).
3.4. The Customer will not be entitled to set-off, counterclaim, deduct or withhold payment under this Agreement.
3.5. If any expenses are required (including travel and accommodation), we will obtain your written consent before we incur such expenses.
3.6. If you do not pay an invoice issued to you by the relevant due date, we reserve the right to take the following actions:
3.6.1. charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
3.6.2. deleting or disposing of any Deliverables that we may hold on your behalf. Please note that we will not be responsible for any loss or damage you may suffer as a result of any deletion or disposal; and/or
3.6.3. suspending the Services we provide to you. We will not be liable for any loss of data that may occur in relation to the suspension of the Services Please note: suspension of hosting or web servers due to non-payment could result in a negative effect on your website’s SEO and rankings.
3.7. We may set-off any liability that you may have to us against any liability that we may have to you.
4. Intellectual Property Rights
4.1. You hereby grant EasyPC a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to use the Customer Materials solely for use in the provision of the Services and the creation and use of the Deliverables.
4.2. We will retain all Intellectual Property Rights and other rights in the Deliverables.
4.3. All Intellectual Property Rights in the Systems and any software and/or materials (either in the form of pre-contractual documentation, site documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information) developed by us under this Agreement in connection with the Services, including modifications to any software, will remain our property.
4.4. You acknowledge that EasyPC and its personnel may use any non-confidential details of the Services and the Deliverables (including sharing any analysis or metrics gained from any testing) for a number of purposes, including case studies, publications, exhibitions, competitions and other promotional purposes (such as use in print and on our website). You hereby permit EasyPC and other associated parties to publish the name and standard logo of the Customer for such purposes.
4.5. Upon payment of the full Charges, we will grant you a licence for all Intellectual Property Rights in the Final Deliverables on a non-exclusive, perpetual, irrevocable, non-transferable, royalty-free, worldwide basis to allow you to make reasonable use of the Deliverables.
4.6. The Customer will indemnify and keep EasyPC and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by EasyPC arising out of or in connection with any claim:
4.6.1. in relation to the Customer Materials or any Deliverables infringing a third party’s Intellectual Property Rights;
4.6.2. in relation to any information provided by you, the Customer Materials or any Deliverables being inaccurate or incomplete; and/or
4.6.3. for any defamatory, offensive or illegal content, information or materials provided by you either directly or indirectly to us.
5.1. For the purposes of this clause “Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party’s Representatives in connection with this Agreement, including but not limited to:
5.1.1. any information that would be regarded as confidential by a reasonable business person relating to:
184.108.40.206. the business, affairs, customers, clients, suppliers, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
220.127.116.11. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
18.104.22.168. any information developed by the parties in the course of carrying out this agreement.
5.2. “Representatives” means, in relation to a party, its employees, officers, representatives, contractors, subcontractors and advisers, and the provisions of this clause shall not apply to any Confidential Information that:
5.2.1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
5.2.2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
5.2.3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
5.2.4. the parties agree in writing is not confidential or may be disclosed.
5.3. Each party shall keep the other party’s Confidential Information confidential and shall not:
5.3.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (“Permitted Purpose”); or
5.3.2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 5.
5.4. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
5.4.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
5.4.2. it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this agreement, and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 5.
5.5. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 5.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5.6. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this agreement
5.7. This clause 5 shall survive termination of this Agreement, however arising.
6. Data Protection
6.1. For the purposes of this Clause 6, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
6.2. Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This Clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
6.3. The parties have determined that for the purposes of all Applicable Data Protection Laws:
6.3.1. EasyPC shall process the personal data as a processor on behalf of the Customer;
6.3.2. the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to EasyPC for the duration and purposes of this agreement.
6.3.3. the Customer agrees to provide written instructions with regard to the Customer Personal Data setting out the scope, nature and purpose of processing by EasyPC, the duration of the processing and the types of personal data and categories of data subject.
6.4. Without prejudice to Clause 6.2, EasyPC shall, in relation to Customer Personal data:
6.4.1. process that Customer Personal Data only on the documented instructions of the Customer unless EasyPC is required by Applicable Laws to otherwise process that Customer Personal Data. Where EasyPC is relying on Applicable Laws as the basis for processing Customer Processor Data, EasyPC shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of EasyPC, the instructions of the Customer infringe Applicable Data Protection Laws;
6.4.2. implement the technical and organisational measures required to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
6.4.3. ensure that any personnel engaged and authorised by EasyPC to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
6.4.4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to EasyPC), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6.4.5. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
6.4.6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless EasyPC is required by law to continue to process that Customer Personal Data. For the purposes of this Clause 6.4.6, Customer Personal Data shall be considered deleted where it is put beyond further use by EasyPC; and
6.4.7. maintain records to demonstrate its compliance with this Clause 6, and allow for reasonable audits or inspection by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.
6.5. The Customer provides its prior, general authorisation for EasyPC to:
6.5.1. appoint processors to process the Customer Personal Data, provided that EasyPC:
22.214.171.124. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on EasyPC in this Clause 6;
126.96.36.199. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of EasyPC; and
188.8.131.52. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to EasyPC’s reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Law, the Customer shall indemnify EasyPC for any losses, damages, costs (including legal fees) and expenses suffered by EasyPC in accommodating the objection.
184.108.40.206. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that EasyPC shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of EasyPC, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
6.6. Either party may, at any time on not less than 30 days’ notice, revise this Clause 6 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
7.1. This clause 7 sets out the entire financial liability of EasyPC (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
7.1.1. arising under or in connection with this Agreement;
7.1.2. in respect of any use made by the Customer of the Services, the Hardware and/or the Deliverables or any part of them; and
7.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
7.2. All warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
7.3. Nothing in this Agreement limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or (iii) under any indemnities in this Agreement.
7.4. Subject to clause 7.3:
7.4.1. neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
7.4.2. each party’s total liability to each other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this Agreement will be limited to the Charges paid or payable for the relevant Services provided to the Customer by EasyPC giving rise to such liability in the preceding 12 months to the claim arising (to be calculated on a pro rata basis where the contract term is less than 12 months).
7.5. Whilst we will use our reasonable endeavours to make sure that any Customer Materials you provide to us are not lost or damaged, we will not be responsible or liable for any loss or damage that may occur to them.
8.1. Each Service shall continue for the period stated in a Quotation and each Service may be terminated for convenience where this is provided in a Quotation only.
8.2. This Agreement will automatically terminate with immediate effect upon the termination of all of the Service Schedules incorporated into this Agreement.
8.3. Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this Agreement with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:
8.3.1. a breach by the Defaulting Party of its obligations under this Agreement which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 30 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
8.3.2. an event, including (or similar in nature to) the following:
- the Defaulting Party is unable to pay its debts as they fall due;
- the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
- a receiver is appointed in respect of the whole or any part of the Defaulting Party; or
- a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or
8.3.3. the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
8.4. If this Agreement terminates for any reason:
8.4.1. any Quotation in force at the time of termination relating to the terminated Services will automatically terminate;
8.4.2. EasyPC shall not have any obligation to repay any charges paid by the Customer;
8.4.3. notwithstanding any other provision, all charges payable by the Customer to EasyPC under this Agreement or the relevant Service Schedule will become due and payable immediately. This clause is without prejudice to any right by EasyPC to claim for interest or any other right under this Agreement; and
8.5. Termination of this Agreement and/or any Service Schedule will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of a breach of this Agreement and/or any Service Schedule which existed at, or before, the effective date of termination.
8.6. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
9. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances which could not reasonably be contemplated at the time of entering into this Agreement and which are beyond the parties’ reasonable control (including, without limitation, acts of God, strikes, lock-outs or other industrial disputes (involving the workforce of EasyPC), failure of a utility service or transport network, war, pandemics, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers or sub-contractors). If a force majeure event under this clause continues for a period of 30 days or more, either party may terminate this Agreement immediately by providing the other party with written notice.
10. NON-SOLICITATION OF EASY PC STAFF
10.1. The Customer agrees that during the term of this Agreement and for an additional period of 12 months after termination, it shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to Easy PC engaged in the performance of the Services (“Restricted Person”).
10. 2. Should the Customer or any member of its Group directly employ or engage any Restricted Person during the term of this Agreement or 12 months after termination, the Customer agrees to immediately pay Easy PC, by way of liquidated damages, £25,000. Both parties acknowledge and agree that these liquidated damages represent a genuine, reasonable and proportionate:
10.2. 1. Pre-estimate of the losses which would be incurred and time spent by Easy PC in connection with the loss and replacement of each Restricted Person; and
10.2.2. means of protecting Easy PC’s legitimate business interests.
11.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
11.2. It may be necessary for us to update this Agreement and its terms from time to time. If you continue to use the Services after we have informed you of any amendments or additional terms to the Agreement, you will be deemed to have accepted these changes and they will be incorporated into this Agreement.
11.3. Subject to clause 10.2, no variation of this Agreement will be effective unless it is in writing and signed by both parties.
11.4. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
11.5. You shall not, without the prior written consent of EasyPC, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement. EasyPC may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
11.6. All notices must be in writing and will be deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s main business address. Serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under this Agreement.
11.7. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
11.8. Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make a party the agent of the other party or authorise a party to make or enter into any commitments for or on behalf of the other party.
11.9. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
11.10. This Agreement and any Quotation may be signed in counterparts. Each signed copy of a document will be deemed to be an original, but all signed copies, when taken together, will constitute one and the same agreement.
11.11. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
1. Our Obligations
1.1. Our IT Support Services will be provided during our usual Business Hours.
1.2. We may at our discretion offer to perform work outside of our Business Hours, in which case we may charge you additional Charges. This may include performing remedial work that has failed during standard hours.
1.3. We shall use reasonable endeavours to respond to queries and resolve issues raised by you in relation to your Device promptly. Support will be provided during Business Hours and the precise timing will depend the service levels outlined within the Quotation
1.4. We shall use reasonable endeavours to provide you with the Services in accordance with the Service specification for the applicable level of service purchased as detailed in the applicable Quotation. We reserve the right to make changes in the specification of the Services from time to time which do not materially affect their quality or performance.
1.5. The Services will be provided remotely unless otherwise agreed with you on a case by case basis or in a Quotation. Any on-site services may be subject to additional Charges and expenses unless this is included within the scope of Services in the applicable Quotation.
1.6. Whilst EasyPC will use reasonable efforts to avoid disruptions to you when providing the Services, EasyPC takes no responsibility for any issues that may arise on the Device or in any errors in Third Party Products.
2. Your Obligations
2.1. By using our IT Support Services, you acknowledge and agree that the nature of the Services requires us to monitor your Device remotely via our software and you hereby provide your consent for us to do so for the duration of the IT Support Services. You must ensure that we have remote access to the Device to enable us to perform the Services and you must maintain the power supply and the telephone lines required for any internet connection to the Device.
2.2. You agree to promptly notify us:
2.2.1. if any Device is not operating correctly and not modify any equipment in any way without our prior agreement; and
2.2.2. If you alter any systems or networks you use to operate any Devices, or access our Services.
2.3. After completion of any work that we do for you, we may request that you confirm to us in writing within 24 hours that the work has been completed and is to your satisfaction. If we do not hear from you within this period, the work will be treated as complete and satisfactory.
2.4. You agree not to use the Device or our Systems in any way that: infringes the Intellectual Property Rights of any third party; violates any law or regulation; is defamatory, libellous, unlawfully threatening or unlawfully harassing; is pornographic or indecent; may damage the property, systems or data of others; involves risks of death, personal injury, property damage or environmental damage; involves life support systems, devices or applications; or breaches a contractual commitment between you and a third party.
2.5. It is your responsibility to ensure that prior to EasyPC providing the Services (on any occasion) that all critical data has been backed up and that appropriate recovery procedures are in place. In compliance applicable laws, EasyPC is obliged to report any apparent infringements found on data during recovery or any other works pursuant to the Services.
2.6. It is your responsibility to ensure that the effectiveness of any Third Party Products supplied by EasyPC is maintained and that such Third Party Products are updated from time to time when an update is made available.
2.7. You agree that you will not try to decompile or reverse engineer the Systems or any Third Party Products. You will not try to use the Services for any purpose other than that for which they are offered to you. You will not attempt to connect to our servers except as provided under this Agreement.
2.8. Where the Services are to be performed by EasyPC at your premises or any third party location, you are solely responsible for arranging any insurance against any loss or damage that may arise and ensuring that such premises are in a suitable condition for the provision of the Services.
3. Service Exclusions
3.1. The Services do not include:
3.1.1. the investigation, diagnosis or rectification of any fault or other problem resulting from:
220.127.116.11. the negligent use or operation of the Device;
18.104.22.168. modification or repair to any Device made by anyone other than a person previously approved in writing by us;
22.214.171.124. your failure to implement recommendations in respect of faults previously advised by us; or
126.96.36.199. any breach by you of any of your obligations under this Agreement.;
3.1.2. the removal of Viruses;
3.1.3. ad hoc work e.g. installation of a new computer; or
3.1.4. parts that are required as the result of a hardware failure if it is not within warranty (however. labour is included).
3.2. You may request us to provide the Services in respect of these matters, but if we agree to do so, we will be entitled to make an additional charge in accordance with our then current standard rates.
4. Third Party Product Terms
4.1. We sell a number of different Third Party Products and each has their own terms and conditions (“3P Terms”) attached to their use by you. Please ensure that you review any 3P Terms as they will be binding on you.
4.2. Unless we are an authorised reseller of the Third Party Products (for example, broadband services on telephone line, anti-virus and Microsoft 365 subscriptions), it is acknowledged and agreed that EasyPC will not be a party to any such 3P Terms and will have no liability to you in relation to any 3P Terms.
4.3. Where EasyPC is an authorised reseller of any Third Party Products, the duration of the subscription period for such Third Party Products will be as stated in the applicable Quotation. For the avoidance of doubt, the duration of any IT Support Services are not contingent on the duration of any Third Party Product subscriptions.
1. Delivery, Title and Risk
1.1. The terms of any shipping and delivery of any Hardware will be agreed in writing between the parties from time to time.
1.2. You will assume the risk for the Hardware once it has been delivered to the delivery address which you specified in your order. We accept no liability where you provide an incorrect delivery address or where you fail to collect the Hardware from the delivery address which you specified.
1.3. Risk in the Hardware will only transfer back to EasyPC upon it’s (or its agents’) physical receipt of the Hardware in the event that it is eligible to be returned in accordance with the relevant Quotation.
1.4. Title to any Hardware you order shall pass to you upon our receipt of payment in full for that Hardware.
1.5. Until such time as title in the Hardware passes to you, EasyPC shall be entitled at any time to require you to ‘deliver-up’ the Hardware to EasyPC and if you fail to do so, EasyPC may enter your premises or any third party premises where the Hardware is stored and repossess the Hardware.
1.6. You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Hardware which remains the property of EasyPC.
1.7. Please note that unless otherwise agreed, delivery estimates are just estimates only. They are not guaranteed delivery times and should not be relied upon as such.
1.8. If EasyPC is required to install any Hardware at your premises, you must ensure EasyPC, its employees, contractors and agents are provided with an adequate and safe working space, and any telecommunications facilities as are reasonably required to enable EasyPC to perform the installation are in a suitable state to allow completion of the installation works;
1.9. If you or a designated third party (other than the delivery agent) fails to take delivery of the order or fails to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of EasyPC’s fault) then without prejudice to any other right or remedy available to it, EasyPC may:
1.9.1. store the Hardware until actual delivery and charge you the reasonable costs (including transportation and insurance) of storage;
1.9.2. charge a reasonable restocking fee for selected Devices; or
1.9.3. sell the Hardware at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the purchase price or charge you for any shortfall below the purchase price.
2.1. It is acknowledged that EasyPC is simply a reseller of the Hardware. Whilst we work to ensure that product information provided to you is correct, you should always check the actual product packaging and accompanying materials. Please always read labels, warnings and directions provided with the product before use.
2.2. If any warranty period applies to the Hardware, any defects or issues must be resolved by you directly with the relevant manufacturer.
3. Third Party Product Terms
3.1. We sell a number of different Third Party Products and each has their own terms and conditions (“3P Terms”) attached to their use by you. Please ensure that you review any 3P Terms as they will be binding on you.
3.2. Unless we are an authorised reseller of the Third Party Products (for example, broadband services on telephone line, anti-virus and Microsoft 365 subscriptions), it is acknowledged and agreed that EasyPC will not be a party to any such 3P Terms and will have no liability to you in relation to any 3P Terms.
3.3. Where EasyPC is an authorised reseller of any Third Party Products, the duration of the subscription period for such Third Party Products will be as stated in the applicable Quotation. For the avoidance of doubt, the duration of any IT Support Services are not contingent on the duration of any Third Party Product subscriptions.
1. Deliverables Delivery Process
1.1. This Schedule will apply to the creation of any websites, software applications or other electronic content and the hosting thereof, as detailed in the applicable Quotation.
1.2. We will notify you when the Deliverables are ready for inspection and will provide you with a draft version for your review. It is your responsibility to notify EasyPC of any interoperability errors, spelling mistakes and typographical errors contained in the Deliverables.
1.3. We will give due consideration to comments received from you, and if necessary, we will provide you with revisions in accordance with, and where permitted by, the applicable Quotation.
1.4. If any further amendments or revisions are required in excess of the requirements set out in the Quotation, EasyPC will provide such additional Services at its headline rates in force from time to time (available on request) in addition to the Charges set out in the Quotation.
1.5. On completion of the Deliverables, we will provide you with the Final Deliverables for your final approval. You will be responsible for checking, testing and approving the Final Deliverables before the Services are deemed to be complete. If you do not let us know whether you approve the Final Deliverables within seven days of us sending them to you, you will be deemed to have accepted and approved the Final Deliverables at the end of this seven day period.
1.6. Once you have approved the Final Deliverables to ensure that they are complete and satisfactory, a copy of the Final Deliverables will be provided to you and/or made publicly available (as specified in the Quotation) once full payment of all outstanding Charges for the Services under this Schedule have been received by EasyPC.
1.7. EasyPC will not be liable for any of the contents of, or errors in, the Final Deliverables in any medium after the Customer has approved them in accordance with paragraph 1.4 above.
1.8. EasyPC reserves the right to refuse to create, use, publish or broadcast all or any part of the Deliverables that it considers in its sole discretion is obscene, threatening, menacing, offensive, discriminatory, defamatory, morally unsuitable, in breach of confidence, infringes a third party’s Intellectual Property Rights or is otherwise illegal.
2. Storage and Transfer
2.1. All Customer Materials and/or Deliverables which we hold and store for you are kept solely at your risk. You are responsible for insuring any such Customer Materials or Deliverables as you deem to be appropriate.
2.2. We will store the electronic files of the Final Deliverables up until the Services have been completed and we will make these available to you to download upon full payment of the Charges by you.
2.3. Upon receiving your request, we will provide you with a quote to store the electronic files of the Final Deliverables on an ongoing basis, in accordance with the time period stated in the Quotation and Schedule 5 (Hosting) .
2.4. If you do not request us to store the electronic files of the Final Deliverables in accordance with paragraph 2.3, we may delete the files at our discretion without any liability to you.
2.5. If the Customer requests for a website or software applications to be hosted by a different provider, the Customer will pay EasyPC on an hourly basis for any assistance required to transfer the website or software application, including setting up any aspect of the server and dealing with correspondence with the new provider.
3.1. You agree that any websites, software applications or other electronic content created by EasyPC, and the use of the Final Deliverables by you will be accompanied with the statement, “Created by EasyPC.” Containing a hyperlink to our website (where this is possible based on the medium of the statement). In respect of websites, this attribution will be detailed in the Website footer. In respect of any videos, this attribution will be detailed in the video description field of the relevant video hosting website.
1.1. In this Schedule 8, the following definitions shall apply:
“Acceptance”: the acceptance or deemed acceptance of the Site by the Customer under clause 2 of this Schedule.
“Acceptance Tests”: the tests to be carried out on the Site as set out in Clause 2 and as described in the Quotation.
“Site”: the website at the URL stated in the Quotation, to be hosted by the EasyPC under this agreement.
“Site Specification”: the specification for the Site set out in the Quotation.
“Vulnerability”: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2. EasyPC shall perform its hosting obligations and Services in accordance with the Quotation. In particular:
1.2.1. Transferring the Site from the Customer or their current third party hosting service and installing the Site on the EasyPC server as per the Site Specification;
1.2.2. the Acceptance Testing procedures shall be conducted within a time and date range as agreed in the Quotation; and
1.2.3. as soon as reasonably practicable after Acceptance, provide the Services in accordance with this agreement.
2.1. The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of the Acceptance Tests are to be agreed within the Quotation.
2.2. EasyPC shall run the Acceptance Tests and Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. EasyPC shall notify the Customer when the Acceptance Tests have been passed.
2.3. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for who has no responsibility (“Non-Host Defect”), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Host Defect. EasyPC shall provide assistance reasonably requested by the Customer in remedying any Non-Host Defects by supplying additional services or products. If so requested, the Customer shall pay EasyPC in full for all such additional services and products at EasyPC’s then current fees and prices.
2.4. Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
2.4.1. the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
2.4.2. the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which EasyPC is ready to commence running such Acceptance Tests or retests.
3. Customer Responsibilities
3.1. The Customer shall be responsible for the accuracy and completeness of the Customer Materials.
3.2. The Customer must provide to EasyPC, or procure for EasyPC, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by EasyPC to enable the performance of its obligations under this Agreement.
3.3. EasyPC shall not be liable for any delays in implementing the Services resulting from the Customer’s failure to fulfil any of its obligations set out in the Quotation. EasyPC reserves the right to invoice the Customer for any additional expenses reasonably incurred by us as a result of such delays.
4. Site Content
4.1. EasyPC shall update the Site with Customer Materials provided from time to time by the Customer, but no more than the maximum agreed in the Quotation, during the term of this Agreement. The Customer shall ensure that the Customer Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).
4.2. EasyPC shall include only the Customer Materials on the Site. The Customer acknowledges that EasyPC has no control over any content placed on the Site by visitors and does not purport to monitor the content of the Site. EasyPC reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. EasyPC shall notify the Customer if it becomes aware of any allegation that content on the Site may be Inappropriate Content.
4.3. The Customer shall indemnify EasyPC against all damages, losses and expenses arising as a result of any action or claim that the Customer Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.
4.4. EasyPC may include the statement “Powered by EasyPC” on the home page of the Site in a form to be agreed.
5.1. EasyPC warrants that the Site will perform substantially in accordance with the Site Specification for a period of 90 days from Acceptance. If the Site does not so perform, EasyPC shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.
5.2. The warranty set out in Clause 5.1 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by the Customer or any Customer Materials.
5.3. EasyPC does not warrant that:
5.3.1. the Customer’s use of the Services or the Site will be uninterrupted or error-free; or
5.3.2. the Services or the Site will be free from Vulnerabilities.