Cloud Services Support – Terms and Conditions

Technology Associates Ltd Cloud Services Support - Terms and Conditions (August 2017))

BETWEEN Technology Associates Ltd (TAL) of Technology House, 1 Shottery Brook Office Park, Timothy’s Bridge Road, Stratford Upon Avon, Warks, CV37 9NR, United Kingdom, or its successor and the party named in the Services Schedule (the “Customer”)

  1. Contract definitions In this agreement the following definitions apply: “Agreement” means these terms and conditions and the Services Schedule; “Services” means one or more of the following Support Services that have been elected by the Customer in the Services Schedule: (a) Telephone & Remote Support (b) Server Monitoring (c) Planned Maintenance/Support Visits (d) Unplanned On-site Visits (e) Hosting Service (f) On-Line Backup Service levels – Premium, Standard or Basic custom levels as agreed by TAL and the customer. “Services Schedule” means the document setting out the Service Level and System Support Fee, and referring to these terms and conditions and signed by the Customer; “Support Agreement Fees” means the charges payable for the provision of Services, set out in the Services Schedule, which may be varied from time to time in accordance with clause 4; “Planned Maintenance Visit” means a maintenance visit agreed in advance by the customer and TAL that requires a visit by TAL to the location in the Services Schedule for the purpose of carrying out planned preventative maintenance and resolving reported support problems. Details of the actual work to be carried out are at TAL’s discretion and TAL reserves the right to charge for any additional work undertaken as a result of customer instruction. “Unplanned on-site visit” means a support issue raised by the Customer that requires a visit by TAL to the location in the Services Schedule outside of planned maintenance visits. “Non-critical” means a minor problem not of major inconvenience to users or business operation. “Important non-critical” means a problem affecting multiple users and/or systems that causes inconvenience and/or loss of business efficiency. “Business critical” means a major problem that is preventing part or all of the business from operating and/or causing significant financial loss.
  2. Contract Term 2.1 This Agreement will take effect upon the commencement date as specified upon the Services Schedule (typically the purchase date of the service). The contract will last for a period of twelve months unless specified to the contrary. The contract will then be automatically renewed for a further twelve months unless either party gives at least one month’s notice in writing of its intention to terminate the contract. The customer will be billed monthly in advance for support services and payment may be made by credit/debit card or direct debit.
  3. Termination 3.1 Either party shall have the right to terminate this agreement immediately by notice in writing if: (a) There is a material breach by the other party of any of its obligations under this agreement and if the breach is capable of remedy, the party fails to remedy it within 30 days of written notice from the other party, requiring such remedy; (b) Either party enters into liquidation whether compulsorily or voluntarily (other than for the purpose of a reconstruction) or compounds with its creditors or the other party becomes bankrupt or suffers any similar action in consequence of insolvency; or (c) A receiver or administrator is appointed over the undertakings or assets of the other party. 3.2 Upon the termination of this agreement, all fees due to TAL, up to and including those due in the date of termination shall be paid by the Customer within 10 days of such termination. 3.3 Subject to payment by the Customer of all outstanding fees, TAL shall, within 10 days of termination of this agreement, deliver to the Customer all work in the course of completion. 3.4 The Customer shall, within 10 days of termination of this agreement, return to TAL or if requested, by TAL, give TAL access to the Location to collect all materials, documents, equipment, software and data belonging to TAL.
  4. Charges 4.1 The charges for the support services are those indicated in the Services Schedule. 4.2 The Support Agreement Fees and Additional Charges are exclusive of VAT. The Customer shall pay to TAL all applicable VAT and other similar taxes, duties or levies imposed on charges for the Services or any supplies made by TAL under this agreement at the then prevailing rate. 4.3 The Telephone and Remote Access Support Fee is inclusive of all time and telephone charges in connection with providing remote support only. Planned maintenance visits and unplanned on-site visits are chargeable at TAL’s standard rates and are not included in the monthly payment plans. 4.4 The unplanned on-site visit fee is inclusive of labour charges, travel and subsistence incurred by TAL in providing On Site Support for the contracted number of visits, but excludes the cost of any parts required for the repair of equipment and any amounts payable to the manufacturer or supplier of equipment. 4.5 Additional unplanned on-site visits must be purchased when the contracted number of visits has been used. Failure to pre-purchase additional unplanned on-site visits will reduce the support to “Telephone support” or “Telephone and Remote Access support” only for the remainder of the contract or until further unplanned on-site visits are purchased. 4.6 The On-site Support Fee is inclusive of labour charges, travel and subsistence incurred by TAL in providing On-Site Support. 4.7 Charges for the support services will be reviewed annually, with two month’s prior notice given before renewal is due. 4.8 TAL may charge interest on all outstanding amounts at a rate of 4% per cent per annum above the base rate from time to time of TAL’s bank. 4.9 TAL reserves the right to suspend all contractual obligations in the event of payment not being received within 30 days of date of invoice.
  5. Services and Conditions 5.1 In consideration of the Customer’s payment of the Support Agreement Fees, TAL agrees to provide the Services elected by the Customer in the Services Schedule, at the location specified (the “Location”). 5.2 Services to be supplied by TAL under this agreement do not include: (a) The correction of faults attributable to: (i) incorrect use or treatment or damage caused other than by fair wear and tear (ii) repairs maintenance or modifications carried out by anyone other than the company’s personnel (iii) damage caused by relocation of equipment (iv) unusual shock or electrical damage, accident, fire or water damage, neglect, air conditioning failure, humidity control failure, corrosive atmosphere or causes other than ordinary use (v) failure by the customer to maintain the site specification as recommended by the manufacturer (b) the recovery or replacement of lost data; 5.3 TAL will provide Support Cover during the hours specified on the Services Schedule 5.4 The Response Time will be as indicated on the Services Schedule, and is measured with respect to coverage hours and priority level of problem. 5.5 If for any reason TAL cannot effect resolution or repair of a problem within a reasonable time then the issue will be further escalated to Microsoft directly. 5.6 If requested by the Customer, TAL may at its absolute discretion agree to perform services in addition to the Services (“Additional Services”) for a further charge (“Additional Charge”). 5.7 If access to the Location to service an unplanned on-site visit is not available, or is curtailed before completion of the visit, TAL may charge all reasonable extra costs incurred as a result of the lack of access or curtailment. 5.8 Acceptance by the Customer of any Services or Additional Services is prime facie proof of acceptance of the terms of this agreement.
  6. Support Call Procedure 6.1 When an issue occurs, the Customer’s staff shall contact TAL using our support portal or if provided the dedicated helpline number. A TAL representative or an answering service may answer the telephone. If a call is answered by an answering service customers should leave a message and/or be given the details of an alternative contact number. TAL will use all reasonable endeavours to ensure that a TAL representative can be contacted by whatever means and start diagnosis of an issue within the times specified on the Services Schedule. Once an TAL representative is contacted the following procedure will then be adopted by the parties: (a) The Customer will notify TAL and supply all information necessary for TAL to make an initial assessment; (b) TAL will, as soon as reasonably practicable use its best endeavours to diagnose and take one or more of the following actions, as it considers appropriate having regard to the type and urgency of the fault: i) Provide oral or e-mail advice to resolve the fault; (ii) Connect via Remote Access to resolve the fault (iii) Arrange for a site visit by a technician or consultant in accordance with the Response Time applicable and as set out in the Services Schedule. 6.2 TAL may service the Support Call by remote access, attendance of TAL’s staff at the Location or any other reasonable means that TAL considers appropriate for the level of Service. 6.3 If the Service includes remote access: (a) Initial diagnosis may take place remotely (b) The Customer shall install and maintain appropriate facilities to allow remote access (via PSTN modem or other similar equipment, approved by TAL) to the supported system (c) The Customer shall maintain all such remote access equipment and all telephone connections and shall not disconnect the facilities or otherwise impede or prevent such remote access at any time (d) Customer must agree to provide TAL with an Office 365 Admin account (dedicated or not) so that full support of the environment may be evaluated, assessed and appropriately and resolved. (e) Customer must agree to provide TAL with delegated admin access to their Office 365/Project Online environment so that appropriate support may be given. 6.4 TAL will endeavour to resolve a support issue and return any settings/environment to working order before leaving site and shall remain on-site to effect such a resolution assuming reasonable progress is being made. 6.5 The Support Call Procedure may be modified by TAL at any time by providing prior written notice to the Customer. 6.6 TAL will use its reasonable endeavours to comply with its obligations within the agreed time limits, in accordance with the Service to be provided. 6.7 If TAL receives requests for assistance, which TAL at its discretion considers excessive, TAL may charge the Customer an Additional Charge.
  7. Equipment and Parts 7.1 Where TAL diagnoses that the issue is not an issue with the Office 365/Project Online cloud service but is in fact related to customers own infrastructure such as a problem with communications or with network/domain access or related to equipment, TAL will advise customer and work with them to advise steps to resolve the issue. 7.2 The Customer authorizes TAL to acquire (or supply from its own stock) parts on the Customer’s behalf, at the Customer’s expense. Prior to obtaining parts costing in excess of any cap identified in the Services Schedule, TAL shall obtain the Customer’s written authorization.
  8. Obligations of the Customer 8.1 The Customer shall: (a) Ensure that all cables and fittings associated with the PC’s/Equipment and the electricity supply to said Equipment are maintained in good operating condition; (b) Not alter, amend, reconfigure or in anyway change the equipment; (c) Free of any charges, provide all reasonable assistance to TAL; (d) Allow TAL to make and remove copies of the software or any data in use by the Customer for the purpose of support only; (e) Ensure that the Location complies with all applicable legislation and regulations on health and safety. (f) Ensure that the PC’s/Equipment is maintained in an operating environment compliant with the terms of any manufacturer’s warranty including, without limitation, electrical supply, operating temperature, cleanliness, humidity, electrostatic charges and radiation. 8.2 If requested by TAL, the Customer shall sign a completion statement, on each occasion that the Service is requested, confirming that the Service, or part of it, has been carried out in accordance with this agreement.
  9. Warranty 9.1 Subject to clause 7, TAL warrants that the Services carried out by them will be carried out with reasonable care and skill and by means of appropriately skilled and qualified personnel. 9.2 If there is no express agreement on the time within which particular Services are to be provided then such Services shall be provided within a reasonable time. 9.3 TAL undertakes to use all reasonable endeavours to remedy any faulty work performed by them arising from a breach of the warranty contained in clause 9.1 which is reported to TAL in writing within 10 days after performance of such work. If TAL rectifies the faulty work by the provision of further services, then TAL will have no other liability of any kind in respect of the faulty work.
  10. Limitations of Liability 10.1 The Customer acknowledges that TAL’s obligations and liabilities in respect of the Services are exhaustively defined in this agreement. The express obligations and warranties made by TAL in this agreement are in lieu of and to the exclusion of any warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or services provided under or in connection with this agreement including (without limitation) as to the condition, quality, performance, satisfactory quality or fitness for the purpose of the Services or any part thereof. 10.2 TAL’s liability: (a) For death or personal injury resulting from the negligence of TAL or that of its servants or agents; or (b) In relation to any other liability which may not by applicable law be excluded or limited; (c) Is not excluded or limited. 10.3 Subject to sub-clauses 10.1 and 10.2, TAL’s liability under or in relation to this agreement (whether for negligence, breach of contract or otherwise) shall be limited as follows: (a) For physical damage to tangible property (excluding the Equipment), to the sum of £1,000,000; (b) For all other loss or damage to an amount equal to the annual charge (excluding VAT) for maintenance under this agreement during the year in which the event occurred in respect of each event; (c) Provided that if more than one event results in substantially the same loss or damage then all such events shall be treated as one. 10.4 Subject to sub-clauses 10.1 and 10.2, TAL accepts no liability under or in relation to this agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any: loss of profits; loss of sales; loss of turnover; loss of or damage to business; loss of or damage to reputation; loss of contracts; loss of customers; loss of, or loss of use of, any, software or data; loss of use of any computer or other equipment or plant; wasted management or other staff time; losses or liabilities under or in relation to any other contract; and indirect, special or consequential loss or damage. For the purposes of this clause the term “loss” includes a partial loss or reduction in value as well as a complete or total loss. 10.5 The Customer is responsible for the consequences of any use of the Services and shall be solely responsible for the maintenance and security of its own software or data. 10.6 The Customer agrees that except as expressly provided in clauses 9 and 10, TAL will not be under liability of any kind whatsoever and howsoever caused arising directly or indirectly in connection with this agreement. 10.7 The parties acknowledge and agree that the allocation of risk contained in this clause 10 is reflected in the Support Agreement Fee and is also a recognition of the fact that, inter alia, it is not within TAL’s control how and for what purpose the results of the Services are used by the Customer.


  1. General Terms 11.1 The Customer will not during the term of this agreement and for a period of 12 months afterwards, without TAL’s prior written consent directly or indirectly solicit or offer employment to any TAL employee who at any time during the 12 months period immediately preceding such action was directly involved in the provision of the Services. 11.2 Neither party shall be liable for any breach of this agreement which arises because of any circumstances which the party cannot reasonably be expected to control. 11.3 Non enforcement or delay in enforcing any rights under this agreement shall not be treated as a waiver of those rights by the party concerned. 11.4 Neither party may assign any rights or obligations under this agreement without the prior written consent of the other, such consent not to be unreasonably withheld or delayed. 11.5 TAL may appoint a sub-contractor to perform any of its obligations under this agreement without the consent of the Customer. 11.6 If any provision of this agreement is held to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this agreement or this agreement as a whole. 11. All notices, authorizations and consents under this agreement shall be in writing. Notices shall be sent to the address of the recipient set out in this agreement of in the Services Schedule or to such other address as either party shall notify to the other. Any notice will be treated as having been delivered: (a) If sent by hand, when delivered; (b) If by first class post, 48 hours after posting; (c) If by airmail, 7 days after posting; or (d) If by facsimile or email, when dispatched provided that a confirmatory copy is immediately dispatched by first class post or airmail. 11.8 This agreement sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it. No other representations or terms shall apply or form part of this agreement. The parties confirm that they have not relied upon any representations when entering into this agreement. 11.9 This agreement is to be interpreted in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
  2. Cooling off period. The customer has 7 days on signing of the contract (or purchase when online) in which to terminate the agreement by notifying the company in writing.
  3. Notices The mailing address for all written notices is Technology Associates, 1 Shottery Brook Office Park Road, Stratford upon Avon, Warks CV37 9NR, United Kingdom.