IT Support & Maintenance
- Definitions in this agreement
“ITCS” shall mean ITCS (UK) LTD, of 1 North Road, Bridgend Industrial Estate, Bridgend, CF31 3TP
“Customer” means the company, organisation, person or persons that enter into the agreement for the supply of Support services.
“Users” and or “End Users” means the individual(s) using the products and or services
“Account” means the confidential file where the details of the customer are held.
“Agreement” means a contract for the provision of ITCS’s Support Services signed by both parties (ITCS and the Customer). The agreement declares that the customer accepts ITCS’s Support & Maintenance Contract Terms and Conditions and agrees to the provision of services as outlined in the support schedule.
“Support Schedule” means the schedule to the Agreement listing the services, products, software and or applications covered under the agreement
“SLA” means the Service Level Agreement that dictates the Response Times provided by ITCS to the Customer for Incidents and the availability / regularity of services.
“System Audit” means an assessment of the customer system(s) by an ITCS consultant in order to gain the necessary understanding of the System for ITCS to be able to supply the required level of support.
“The Initial period” means the period set on the agreement form, this starts from the commencement of the Support Contract.
“Subsequent period(s)” means the subsequent period (s) thereafter unless terminated by not less than 90 days written notice to expire at the end of the relevant year.
“Continuity” means the contract is deemed as renewed unless cancellation is received in writing with not less than 90 days written notice prior to the annual renewal date, any variation on this cancellation notice is at ITCS’s discretion
“Distributor” means any supplier to ITCS (UK) LTD
“Vendor” and/or “third party software vendor” means the company who has designed or developed the hardware or software
“Equipment” means the equipment specified in the Support Schedule
“Roaming Computers/ Users” means a workstation, mobile communication device or user that is not permanently located at the Customer’s site when the workstation or mobile communications device in question is owned by the Customer and is part of the Customer’s domain.
“Server Instance” means a network, email or other server, whether physical or virtual.
“System” means the network, software, Server Instances, or any other item being maintained under the Agreement as defined in the support schedule of the Agreement
“Software” refers to the Software Products specified in the Support Schedule. “Software applies to all parts of software, to new releases, updates and modifications of the software.
“Support Hours” means 8:30am to 5:30pm Monday to Friday excluding public and national holidays. ITCS reserves the right to reduce these support hours during Christmas and New Year and will publish any change of hours prior to the period on the ITCS website at http://www.ITCS.co.uk
“Our representative” means any employee, agent or subcontractor of ITCS (UK) LTD or other third party.
“Support Service” means any IT Support services as specified in the support schedule. Support may include both proactive and reactive actions to maintain the System’s accepted operational status. There will be times when Changes as opposed to Support are required to maintain the accepted operational status of the System. Such Changes may be deemed as being chargeable.
“Change(s)” mean a modification that is material or otherwise that alters the hardware or software configuration of the System defined in the Agreement.
“Remote support’ means any support given to you by us that is not given on site.
“On Site Support” means the provision of support services by ITCS at the customer site(s) as specified in the support schedule.
“Customer Site” means the Site or Sites specified in the Support Schedule at which the Customer operates the System defined in the Agreement.
- Commencement of Support Service
- Upon commencement of the Support Service Agreement a System Audit will be performed, ITCS may at its discretion require the system audit prior to commencement of the Support Service Agreement
- The Customer accepts responsibility for the status of their System prior to the involvement of ITCS.
- Any deficiencies found during the System Audit will be noted in the report produced and can be corrected or improved by ITCS for a fixed price.
- The Customer is under no obligation to commission ITCS to resolve issues discovered during the System Audit.
- If the Customer does not wish to adopt recommendations for improving aspects of the System or resolve deficiencies highlighted or if there are omissions in the information provided by the Customer during the system audit, ITCS retain the right to charge additional fees or impose reasonable limits on the Support provided for certain aspects of the System.
- The fees for ITCS’s Support Service will be calculated based upon the number of sites, Server Instances and or workstations within the Customers IT System along with any other relevant factors or specific requirements the Customer may have. A quotation will be provided to the customer confirming costs for the support service
- The Support Service Agreement will include the Support Schedule. This will be a list of the component parts of the support service and associated SLA’s.
- Sign off of the Agreement by the Customer will be deemed as acceptance of the support schedule and therefore acceptance of what will be supported under the terms of the Agreement.
- Support Schedules may require amending from time to time depending upon the Customer’s needs and Changes to the System. Any such amendments will be recorded and appended to the Agreement.
- The Support Schedule may include Roaming Computers / Users (usually laptops or mobile communications devices) that are regularly away from the Customer’s Site. Such computers must be owned by the Customer and of a configuration that is consistent with the computers at the Customers Site. This configuration requires Roaming Computers to be within the Customer’s domain architecture and having appropriate Antivirus software installed.
- The Customer will be required to provide confirmation of all Software Licensing applicable to the System either at the commencement of the Agreement or as required by ITCS during the Agreement.
- Upon commencement the Customer hereby agrees that they will not, in any manner, directly or indirectly, Solicit any person who is an employee of ITCS or any of its subsidiaries (or was an employee of ITCS or any of its subsidiaries at any time during the twelve month period prior to any such solicitation) and resign from offering any position of employment. This is in breach of trade connections, customer and supplier information and protects the legitimate business interest of ITCS.
- Requesting Support
- All requests for Support from the Customer should be raised in one of three ways: via telephone on 08456 444 200, email to support@ITCS.co.uk , or by using our online support tracker tools.
- The Customer must inform ITCS of any Incidents as soon as is practically possible. If there is a delay informing ITCS of obvious warning signs then the fault may grow and cause additional impact.
- Upon receiving notification regarding an issue with the Customer’s System, the issue will be logged as an Incident with an allocated Incident reference number. The Incident reference number along with details of the Incident will be stated to the Caller.
- In the event of the Customer wishing to query the progress of an Incident, the Customer must be able to state the specific Incident reference number to enable ITCS to identify the Incident in question.
- Delivery of Support
- Support will be delivered by ITCS to the Customer in accordance with the Support Schedule. The Support Schedule will be stated in the Support Service Agreement.
- 2 ITCS retains the right to install 3rd party software on the Customer’s System to facilitate the remote connection and delivery of Support to the Customer. In accordance with this right:
- If at any stage following the commencement of the Agreement the Customer refuses ITCS the right to install / use 3rd party software upon their System for the purposes stated in above clause, ITCS retains the right to revise any pricing previously agreed for the Agreement or to terminate the Agreement.
- The ownership of 3rd party software installed upon the Customer’s System for the purpose stated above will remain vested in ITCS.
- The Customer can request that ITCS demonstrate and explain what 3rd party software it intends to install on the Customer’s System and for what purpose it is intended.
- Whilst working on Incidents, Consultants will keep a record of the time they spend and the actions taken. This information will be logged in the ITCS Support Application under the specific Incident reference number.
- No guarantees or commitments will be given regarding the length of time required for resolving individual Incidents.
- In providing Support, Consultants regularly refer to colleagues for help and advice with specific issues in order to resolve incidents as quickly as possible.
- To ensure that Incidents are resolved as quickly as possible and to reduce the reliance on individual Consultants, ITCS retain the right to allocate Consultants to Incidents and actions within Incidents as they see fit, depending on the skills, experience and availability of Consultants.
- The support schedule specified in the Agreement will determine the actual Response Times available under the following categories:
- Remote Support – unlimited for all Customers with a support contract, all calls answered directly by an experienced consultant.
- On Site Support (Response Times will vary depending on location of Customer Site) – unlimited for all Customers taking a support contract with onsite support.
- ITCS retains the right to decide whether Support will be delivered remotely or on site at all times.
- The Customer accepts that whilst ITCS may advise on software licensing matters the Customer will be legally liable for maintaining, acquiring and proving that appropriate licensing agreements for all software in use on their IT System exists. Consequently the Customer will be solely legally liable to pay any fees, fines or other costs associated with software licensing.
- The customer will provide ITCS or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require carrying out the work. ITCS will not be liable for where its representative cannot provide support as a result of the Customer failing to provide such facilities or assistance.
- Availability of Support
- Standard Working Hours.
- ITCS’s standard working Hours for the provision of remote Support services are 8:00 AM – 5.30 PM Monday to Friday (excluding public holidays) unless expressly stated otherwise in the Agreement.
- ITCS’s standard working Hours for the provision of onsite Support services are 8.00 AM – 5.30 PM Monday to Friday (excluding public holidays) unless expressly stated otherwise in the Agreement (Including 1 hour for lunch).
- Consultants will work on varying shift patterns within the hours stated above. This means that individual Consultants do not necessarily work from 9.00 AM to 5.30 PM on a daily basis.
- Out of Hours Periods.
- ITCS provide remote helpdesk Support during Out of Hours Periods which are the times beyond ITCS standard working hours by pre-agreement only.
- On Site Support will NOT be available during Out of Hours Periods unless explicitly stated in the Customer’s Support Agreement.
- The Customer is responsible for giving ITCS the authority to deal with 3rd party suppliers on behalf of the Customer. When such authority has not been provided, the Support that can be offered by ITCS may be limited.
- The full breadth and depth of ITCS’s technical skills and expertise will not be available during Out of Hours Periods. Consequently there may be instances when the on duty Consultant reaches the boundary of their experience causing Support to be suspended until other technical members of staff are available.
- When other technical expertise and experience is required in relation to an Incident logged during an Out of Hours Period there is no guarantee that this will be available before the start of the next normal working day
- Planned maintenance (e.g. Server reboots) can be scheduled for Out of Hours Periods at no extra cost to customers with a support agreement.
- ITCS cannot guarantee that the remote connection to the Customer’s System will always be available due to issues with the Customer’s System or other external factors beyond the control of ITCS (e.g. Internet Service Provider problems).
- When Remote Support cannot resolve the Incident and On Site Support is required, the On Site visit will be arranged for the soonest available point in time during ITCS’s standard onsite Support Hours 08.00 AM – 5.30 PM Monday to Friday.
- When an onsite visit is required, it will take place in accordance with the Response Times available within the Customer’s Support Agreement. Consequently there is no guarantee that an onsite Support visit will commence immediately at the start of the next standard hours period (9.00AM)
- When a Customer has an Incident that is being worked upon during normal business hours that remains unresolved at 5.30PM Support will not continue in the Out of Hours Period by default.
- The Customer can opt to pay for Support during Out of Hours Periods either by:
- 12.1 Agreeing to a fixed fee as part of the overall contract cost in order to be able to log unlimited Out of Hours Support. The fixed fee will be stated in the Agreement.
- Agreeing to pay for Out of Hours Support on a pay as you go basis at an agreed hourly rate stated in the Agreement.
- Minimum billing periods will apply when Support has been delivered for part thereof the billing period in question. (i.e. Up to 30 minutes of Support provision will result in a charge of 30 minutes of time. Between 30 and 60 minutes of Support will result in a charge of 1 hour of time etc…)
- When Out of Hours Support is requested on a pay as you go basis, the fees for Out of Hours Support will be invoiced in arrears as/when applicable as a separate line item in ITCS’s Support invoices.
- All Out of Hours Support Incidents logged will be subject to a minimum billing period of 30 minutes, followed by subsequent billing periods of 30 minutes.
- ITCS retains the right to revise the fees for Out of Hours Support from time to time and will notify Customers in advance in accordance with the guidelines stated in the Agreement from time to time.
- Scheduled Maintenance
- Where your support contract provides for, in addition to Telephone, Remote & onsite Support, ITCS will provide regular scheduled maintenance visits as set out in the support schedule.
- During the maintenance visit a consultant will attend site for the provision of maintenance services which will include, but not limited to, checking successful operation of backup procedures, disk management and server updating/patching and other general servicing procedures.
- Once the regular checks of the server(s) and systems have been completed any remaining time may be used for other IT associated purposes, i.e. installations or other work as requested by the customer.
- Chargeable Services
- A chargeable Change may be in the form of urgent repair work deemed as being within the scope of the Support contract in order to maintain the accepted operational status of the System. Alternatively a Change may be an enhancement for security, stability, scalability or functionality reasons that will not be covered within the scope of the Support Service Agreement unless undertaken at the discretion of ITCS as a proactive measure.
- Requests from Customers for Changes to their System not deemed as being implicit within the on-going Support duties required under the scope of this Agreement will normally be chargeable as separate pieces of work. ITCS will however assess each request on a request by request basis. If a request can be completed via remote support within a 30minute period there will not normally be a charge, any work requiring longer involvement will be charged in billing periods of 30 minutes at the rate specified in the support agreement.
- For separate pieces of work in the form of “consultancy” or “project work”, charges will be at the hourly rate as set out in the support agreement, unless a fixed price has been pre-agreed in the form of supporting quotes and proposals. The Customer will be required to confirm commencement of such work via sign off of a work sheet.
- ITCS will always endeavour to seek the Customer’s approval for chargeable Changes in advance, however, ITCS retain the right to perform chargeable Changes that fall outside of the Agreement without prior sign off if deemed absolutely necessary for the continued operation of the Customer’s System.
- ITCS retains the right to revise the fees charged for on-going Support under the Agreement following the implementation of Changes.
- Any Changes performed by ITCS to the System will be Supported under the Agreement, once any warranty periods have expired, and pending agreement being reached on revised fees for on-going Support (if applicable).
- The Customer retains overall responsibility for their System. Any Changes made to the System by the Customer or a 3rd party instructed by the Customer, may be approved in principle prior to being implemented. However, such changes will only be covered by the Agreement once approved by ITCS upon completion of the implementation.
- For such Changes to be approved upon completion, ITCS must receive appropriate details from the Customer in a timely fashion in order to assess the impact they will have on the System and if they may cause the need for additional Support.
- If accepted, with or without an increase to the fees charged via the Agreement, the Changes will be noted in Appendix 1 of the Support Service Agreement.
- If Support is required for an unapproved System Change or another System, ITCS will endeavour to provide Support under the terms of the Agreement, however ITCS retains the right to refuse Support or impose additional charges as necessary.
- If the Customer’s System grows in numbers of workstations or Server Instances by 25% over any given period, ITCS retain the right to instigate a System review.
- The result of the System review may lead to the fees charged under the Agreement to be revised.
- Exclusions/Excluded Work
- Customers must accept that computers, software and their associated products can be supplied in an imperfect state or can develop faults over time and that ITCS’s role is to reduce the effects of such imperfections rather than to eliminate them.
- ITCS retains the right to exclude 3rd party software from the scope of the Agreement.
- When 3rd party software is included within the scope of the Agreement, Support will only be provided to users that have a reasonable level of competency and once the user has used help files and other resources available from the vendor.
- ITCS do not commit to having experts available for all 3rd party software and therefore cannot guarantee being able to resolve all Incidents relating to 3rd party software logged and will not provide training under the terms of the Agreement.
- When 3rd party information or services are provided ITCS can make no guarantees about quality or suitability.
- ITCS cannot guarantee that any 3rd party software including but not limited to Anti Virus, security and firewall software, whether or not recommended by ITCS will keep computer(s) free of errors, viruses, worms, Trojans, email spam, spy ware, hacking or any other unauthorised access.
- In certain circumstances when an issue exists with an aspect of the Customer’s System, ITCS may recommend a solution that will require a capital cost outlay by the Customer. Such costs will not be covered by the Agreement
- If the Customer chooses not to adopt the solution recommended by ITCS and the issues continue, ITCS retains the right to refuse or limit Support in respect of the item / issue in question.
- Alternatively a higher charge for continued Support for the item / issue may be introduced to reflect the additional effort that would not have been required if the recommendation were adopted.
- ITCS will require Administrator-level access to the System at all times
- ITCS cannot be held responsible for being unable to provide Remote Support due to a lack of remote access to the System, when the lack of remote access results from a problem with connectivity that is beyond ITCS’s control.
- ITCS will respond to Incidents in accordance with the Support Schedule that is specified in the Agreement.
- ITCS retains the right to decide the appropriate course of action for each Incident and will follow the necessary troubleshooting steps in order to diagnose and then rectify the Incident.
- Depending upon the nature of the Incident, ITCS may have to impose a workaround to rectify the Incident as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if the Customer decides not to proceed with a permanent fix.
- A workaround may be of a technical nature or may involve changing a manual business process performed by the Customer.
- ITCS will always aim to return the affected area of the System to an acceptable operational state, however depending on the nature of the problem this may not be possible without Changes to the System being made as in accordance with the Changes as described in section 7.
- ITCS retains the right to not install, configure or Support any software for which the Customer cannot provide / produce a valid license for.
- Other services not included as standard within the scope of the Agreement include:
- Procurement of new or replacement hardware, software of whatever nature.
- Installation, physical removal or relocation of hardware and software.
- Provision of Hardware warranty for repairs or replacement of equipment including but not limited to networked PC’s, servers, printers, photo copiers, fax and scanning machines (The Customer is responsible for keeping records of all 3rd party warranties and licences).
- Provision of Anti Virus Software (ITCS will make recommendations but the Customer will remain responsible for purchasing the appropriate licence).
- Technical or end user training on the Customer’s System or 3rd party applications.
- Internet connections email and web hosting services and remote file storage services.
- Work required as a result of operator error or any other improper use, care of or accident to the system, or any failure of or change in: electricity, air conditioning, humidity control or other environmental or operating conditions not recommended or approved by ITCS, or by the system manufacturer
- Electrical or other work external to the equipment.
- Work on any item of the equipment that has been moved, repaired or tampered with by any person other than one of ITCS representatives.
- In the event of a complaint in respect of ITCS’s IT Support Services in whole or part, the Customer shall notify ITCS as soon as possible.
- When a Customer needs to raise a complaint, the complaint should be lodged with a senior account manager or director of ITCS either verbally or in writing.
- In the event that the Customer is dissatisfied with the quality of performance of a Consultant, the Customer must inform ITCS immediately, stating the basis for dissatisfaction. If, in the view of ITCS, the situation merits it, ITCS will withdraw the Consultant immediately and will use its reasonable endeavours allocate another.
- Invoicing and Payment
- The Customer will be invoiced for ITCS’s IT Support Services in advance, and is payable from the date of acceptance of the agreement by both parties and will be subject to the following conditions:
- For the initial period of the agreement the customer will not be required to pay any increased support charges. Subsequent period(s) may incur additional charges, and be increased at any time on or after the expiration of the initial period, subject to ITCS providing written notification no less than 30 days before such increase.
- Upon the customer terminating the Support Service Agreement payments or arrears will be proportionate up to the date of termination.
- The Customer must pay monthly in advance via Standing Order or BACS.
- ITCS reserves the right to change the payment frequency to annually in advance, where a customer’s payment of monthly invoices is not made promptly by standing order or BACS for a period of 3 months.
- If a payment from the Customer is not made for support charges or any part thereof, and remain unpaid for a period of 30 days, ITCS may without prejudice to other rights, put all support on hold. ITCS also reserves the right at this point to give notice in writing to the customer requesting payment within seven days, failure to pay within the seven day period may result in termination of the support services and ITCS’s obligations under the agreement.
- For work performed on behalf of UK registered organisations all amounts invoiced will be subject to VAT payable at the then prevailing rate, The total support charges for the agreement will be detailed in the support schedule excluding VAT.
All repairs carried out by ITCS or our representatives shall be guaranteed for a period of 30 days. This guarantee does not affect the Customers statutory rights.
- Data security/Recovery
ITCS will not be held responsible for any data corruption or loss, howsoever caused. Should any such data loss occur, ITCS will make every effort to recover the data. If 3rd party specialist data recovery services are required, then it is the customer’s responsibility to cover the cost for this.
- Termination of Agreement
- The Customer can terminate the Agreement at any time with the provision of 90 days notice in writing following the expiration of the initial period.
- If the Customer wishes support services to be ceased immediately or at any specific point during the 90 day notice period, the FULL charges for the 90 day notice period will remain applicable and payable in full by the Customer.
- ITCS can terminate the Agreement or any aspect of it with immediate effect if the Customer becomes the subject of a receivership, winding up, administration or bankruptcy order (or a petition is presented in respect of any of these). Or, if it otherwise appears to ITCS that the Customer is insolvent and unable to pay its debts as they fall due.
- ITCS shall be entitled to terminate the Agreement in the event that the Customer commits a material breach of the Agreement and fails to remedy the breach within 90 days of receipt of written notice from ITCS.
- The customer shall be entitled to terminate the Agreement in the event that the ITCS commits a material breach of the Agreement and fails to remedy the breach within 90 days of receipt of written notice from the customer.
- Any termination shall be without prejudice to ITCS’s other rights or to the Customers liability for amounts payable under the Agreement.
- In the event of termination of the Agreement, ITCS retains the right to uninstall any 3rd party software from the Customer’s System that ITCS own the licence for or that ITCS have installed on behalf of a 3rd party who own the software licence.
We may assign, subcontract or otherwise dispose of our obligations under the Agreement or any other agreement between the parties to any other party. Specifically, where we procure that a third party (such as the system manufacturer) provides a preventative maintenance routine, telephone, remote or on-site support or other services to the customer, the customer shall be bound by any additional terms which the third party may impose either on ITCS or the customer, and if there is any inconsistency between the terms of business of the third party of and the terms of the Support Services Agreement the terms of the third party terms shall prevail. The customer may not assign the Support Services Agreement without prior written consent by a director of ITCS. We reserve the right to assign and/or sub contract all or any part of the service but if we do this will not affect your rights under this agreement.
Neither ITCS or any of our representatives or customers will, without the other’s written consent , disclose to any third party any information concerning the business or method of working of the other party which may be revealed to it during the period of the agreement or otherwise, except as required by law or to the extent that such information may become public knowledge or may be acquired or generated by either party independently from the other otherwise than by reason of a breach of this clause.
- Limitation of liability
- ITCS is not responsible for the loss of Customer data. ITCS is responsible for ensuring the backup software and related hardware (when applicable) is set up correctly, however, the Customer is ultimately responsible for ensuring the appropriate backups are completed and that tapes are taken off site or otherwise secured appropriately. It will be the Customers responsibility to change backup tapes.
- The liability of ITCS for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the aggregate price paid for the services under the Agreement up to the date in question.
- In no event shall ITCS, it’s partners or suppliers be liable for costs of substitute goods or services, nor will they be liable for loss of profits, loss of data or any indirect, special, incidental, consequential or punitive damages however caused, whether due to a breach of contract, negligence or otherwise unless such liability is determined by a Court of competent jurisdiction, without further recourse to appeal, that it was caused by gross negligence, wilful misconduct or fraudulent acts, by ITCS.
- 0 Force majeure
- Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, terrorist activity, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
- If a default due to an Event of Force Majeure shall continue for more than twelve  weeks then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an event of Force Majeure.
- 0 Entire Agreement
- The Support Services Agreement supersedes all prior Agreements made between ITCS and the Customer for the provision of Support services and constitutes the entire Agreement between the parties relating to ITCS’s IT Support Services.
- The Agreement does not supersede the General Trading Terms and Conditions of ITCS for any other business activities that the parties are or have been engaged in or may be engaged in the future.
- No addition to or modification of any provision of these Terms and Conditions shall be binding upon the parties, except as set out herein, unless made in writing and signed by a duly authorised representative of each of the parties.
- If any term, clause or condition of these Terms and Conditions is in violation of any applicable law, statute or regulation, the term, clause or condition in question shall be deemed as being deleted without effect to the remainder of these Terms and Conditions.
- These Terms and Conditions shall remain in full force as if the deleted term, clause or condition had not been included. ITCS and the Customer will negotiate, in good faith, alternative terms, clauses or conditions to those deleted that are mutually acceptable to both parties.
- Headings are included for convenience only and shall not affect the interpretation of the Agreement.
- Sole appointment
The customer shall not allow any person other than ITCS or one of its representatives to support the system(s).
- Any notice given under the Agreement by the Customer to ITCS shall be provided in writing by post or fax as set out below:
- Any notice given under the Agreement by ITCS to the Customer shall be provided to the Customer as set out herein and in accordance with the contact details for the Customer stated in the Agreement. The Customer may change its contact details from time to time if required, by the provision of notice to ITCS.
Website Hosting & Software Development
- Terms and Conditions
- Contract: The client’s approval for work to commence shall be deemed a contractual agreement between the client and ITCS. ITCS will carry out work only where an agreement is provided either by email, mail or fax. ITCS will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between ITCS and the client; this includes telephone and email agreements.
- Intellectual Property & Copyright: ITCS retains ownership of all intellectual property, including source code and original images created for the client until payment of the final invoice. At this time ownership rights will be transferred to the client. Any scripts, CGI applications, PHP scripts, or software (unless specifically agreed) written by ITCS remain the copyright of ITCS and may only be commercially reproduced or resold with the permission of ITCS.
- Client’s Responsibilities with regard to Copyright: In situations where the client provides images, text, animations, layouts or any other content for their website/development they are legally responsible for ensuring that this material does not infringe any copyright. ITCS cannot take responsibility for any copyright infringements caused by materials submitted by the client. ITCS reserves the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material. ITCS will not be liable or become involved in any disputes between the website owner or managers and their clients and cannot be held responsible for any wrongdoing on the part of a website owner or manager. E.g. any disputes relating to content/images that have been provided to ITCS for inclusion on the website/development.
- Conceptualising: Conceptualising is the process of producing website concepts for clients. Concepts can include site mock-ups, graphics and design proposals. The client agrees that (unless specifically agreed otherwise) only one concept will be provided by ITCS. In order to provide an appropriate website design, the client should therefore ensure that they have provided any colour scheme, artwork and design requirements beforehand. Note: Design concepts and associated graphics remain the property of ITCS unless otherwise agreed. Once development begins, amendments to the chosen concept will need a change request notification, and may be chargeable.
- Stock Photography: Certain images provided by ITCS may have been purchased under license from stock image suppliers. These images are generally only licensed for use on a website. The license may not permit them to be used in publicity material. The website owner is legally responsible for ensuring that this does not happen. If the client wishes to use any such images from the website for other purposes they are required to contact ITCS for clarification. The client agrees to meet all third party costs arising from the purchase of stock photography as well as any administration fees relating to the procurement of images imposed by ITCS.
- Database, Application and E-Commerce Development: ITCS cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care is taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client to ensure that all software is functioning correctly before and during use. Any scripts, applications or software (unless specifically agreed) written by ITCS remain the copyright of ITCS and may only be commercially reproduced or resold with the permission of ITCS. Where applications or sites are developed on servers not recommended by ITCS, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed on servers not recommended by ITCS, it is the client’s responsibility to provide a suitable testing environment, which is identical to the final production environment. The client is expected to test fully any application or programming relating to a website developed by ITCS before it is made generally available for use. Where “bugs”, errors or other issues are found after the site/development is live, ITCS will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
- Web & Email Hosting: For sites and domains hosted by ITCS, no guarantees can be made as to the availability or interruption of this service. ITCS cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss. ITCS reserve the right to refuse to handle in any way, material, which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting service should the necessity arise. All standard hosting offered by ITCS is limited to 500mb of website space unless otherwise stated in the contract. Should a Client wish at any point to move Hosting away from ITCS or transfer a Domain name away from ITCS, a £60 admin charge per domain will be issued, which must be paid before the transfer takes place.
- Registration Charges: All third party costs arising from the registration of a domain name shall be met by the client. ITCS reserve the right to retain Domain names if there are any sums outstanding or due by the client. ITCS agrees to transfer any domain names to the client immediately upon such request if all sums have been paid.
- Search Engine Promotion: While ITCS will optimise the client’s site initially, making it search engine friendly, it is impossible to make any guarantees on ranking position. Without a separate agreement ITCS is not responsible for on-going web site promotion. The order in which websites are ranked in the natural search results is controlled by the search engines. Monthly SEO packages are advised to maintain high ranking sites.
- Client Responsibility: The client agrees to make available as soon as is reasonably possible to ITCS, all materials for completing the site, to the agreed standard and within the set deadline. ITCS will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
- Travel Time and Travel Expenses: Travelling time to and from customer premises or other meeting places is not generally included in any quotations or estimates. ITCS reserves the right to make a charge for travelling time at the current hourly rate. Likewise ITCS reserve the right to charge for travelling expenses based on 40p per mile. (NOTE: There will be no charges for travelling time or expenses incurred during the quotation process, i.e. before approval for work to commence is received.)
- Quotations: The price quoted to the client is for the work specifically agreed on the quotation only. Should the client decide that changes are required after work on the website has commenced such changes are to be agreed and any additional cost will likewise be agreed prior to the work being started. Unless otherwise agreed any quotation provided will be valid for 30 days from the date of issue.
- Payment of Accounts: A deposit of 50% will be required from any new client before any development project is carried out unless agreed otherwise. Likewise, if a project is large or deemed to be of significant duration then interim payments may be required. ITCS will apply a 2.5% service charge payment on any payments received using a credit or debit card. If this is not acceptable to the client, we also accept BACS and Cheque as an alternative payment method. ITCS reserves the right not to launch a website until full payment has been received. Any outstanding accounts for work carried out by ITCS or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice. ITCS reserves the right, in its sole discretion, to deactivate hosting services for clients with unsettled accounts. When this occurs an additional minimum charge of £60 + VAT will be required to have the site restored. Any unpaid balance due shall bear interest at the rate of 8% per annum above bank of England base rate. Any costs of collection, including Court costs and reasonable legal fees shall be added as principal amounts to such balance.
- Refund Policy: After work has started, and the website development commences any fees paid are not refundable.
- Cancellation: Should the client wish to cancel at any point during the project they shall remain liable for the work that has taken place and shall be invoiced accordingly. There are no exceptions to this, i.e. if the client decides they no longer want the site, as they have commissioned the work (whether a deposit has been paid or not) they are still obliged to pay for the work that has been done up to the point of cancellation.
- Payment Methods: Unless otherwise agreed, payment is only accepted by direct bank transfer (BACS or CHAPS), cheque or bankers draft in UK Pounds Sterling. If a cheque is returned by the bank as unpaid for any reason, the client will be liable for an additional administration fee of £35 +VAT.
- If after the initial contract period, the client wishes to transfer the domain a £60 administration charge per domain. This is payable before the transfer to cover administration and contact with third part companies.
- Support: Websites will be handed over as a fully functioning, completed work as per client signoff. Unless it has been agreed beforehand ITCS is not responsible for support. Support can be provided upon request for an agreed fee; this is highly recommended on content management sites. Websites are offered as a single contract and no guarantee of the availability or compatibility (including rendering compatibility with future browsers or future versions of existing browsers) from ITCS is offered unless an on-going support package has been agreed.
- Malicious Activity: Problems caused by malicious software, spyware, viruses and website hacking are a fact of life on today’s Internet. It is highly unlikely that these will affect the client’s website, and ITCS will endeavour to protect it from this as much as possible during its creation, but after the website is handed over ITCS cannot be held responsible for problems caused by illegal activity or the actions of others.
- Compliance with Ecommerce, Accessibility or Other Regulations: ITCS develops websites in accordance with the client’s specifications. It is the client’s responsibility to ensure that the website and its content comply with current online trading laws and regulations. ITCS cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online or those related to a specific business or trade. Research can be undertaken on the client’s behalf upon request, but in any business where complex compliance issues may exist it is recommended that the client takes legal advice.
- Design Credit: A link to ITCS will appear in either small type or by a small graphic at the bottom of the client’s website. If a graphic is used, it will be designed to fit in with the overall site design. This link will provide the client with a quality inbound and outbound link and aid with search engine ranking. ITCS reserve the right to reference the client site in other promotional and marketing material unless otherwise agreed.
- Variation to Terms and Conditions – These terms and conditions may be amended by ITCS from time to time (but not for the avoidance of doubt by any customers). The latest version of these terms and conditions may be accessed via the Website Design Centre Website
- Sign Off – The customer acknowledges that ITCS will not be responsible for updating the website past the completion and sign-off of the website. Any further amends after this will be billable. The customer also acknowledges that they will accept or revert with review comments on all project deliverables within 2 business days of submission of the same. Delay in review or acceptance of deliverables would warrant delay in project schedule.
- Termination – Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Telephone requests for termination of services cannot be honoured until we have confirmed in writing by post or email. The Client will be invoiced for design work completed to the date of first notice of cancellation for payment in full within thirty (30) days.
- Severance – If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable then such Term or Condition will be severed and the remaining Terms and Conditions will remain in force.
- Law – These terms and conditions and all other express terms of the contract with customers shall be governed and construed in accordance with UK law. UK Courts shall have jurisdiction in relation to any matters arising in connection with any contract between ITCS and the customer into which these terms are incorporated.
- The above-named client is engaging ITCS, as an independent web developer contractor. The client hereby authorizes ITCS to access hosting and domain accounts, and authorizes the web hosting service to provide ITCS with “write permission” for the client’s webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes ITCS to publicise their completed website to Web search engines, as well as other Web directories and indexes for SEO purposes.
- Standard Website Package Elements. (For Standard Website Packages Only, please ignore reference to online stores.) ITCS includes the following elements in their Standard Website Packages:
- Website Support & Maintenance Services (Only covered by web support package)
- E-mail/phone consultation (Up to 1 hours per month general on education, marketing strategy, web design consultation, and helping clients learn to use their webpage editor. Additional education and consultation is at our hourly rate.)
- Website Updates / Changes (Up to 1 hour per month on changes to text or images will be covered as part of the support package.) Minor updates and changes to existing web pages are covered, subject to the limits outlined below. Additional changes billed at hourly rate. For online stores, this includes only “regular” pages, not product pages or the ordering system pages.
- Website Hosting (All future hosting fees will be covered by the support package, management and support of the hosting will also be covered by ITCS as part of the package.)
- Domain Name Renewal (This will be paid for by ITCS for every two year support contract that is in place, ITCS will ensure the name does not laps or get obtain by a competitor. This is subject to all invoices being clear on the account)
- Email Account Management (Up to five email accounts is provided under the standard hosting package, full support and configuration of these accounts is provided by ITCS, additional accounts can be made available with a premium hosting account.)
- Content Management System (Unlimited access via web admin interface. This allows the user the ability to change images and text).
- Monthly Traffic Reports (These will give you details about the number of page impressions, unique visitors, bounce rate, time spent on site and most visited pages. These will be emailed on the first of every month)
- Website refresh every two years (It is the clients responsibility to make contact with ITCS about having their website refreshed. A refresh consists of a graphical redesign and SEO update with existing functionality).
- Initial upload of content (We will populate the content on the site from electronic documents or emails provided by the client. Once the initial upload is complete and the site is live this is then the responsibility of the client, with support from ITCS).
- Website Development Project
- Words of text to be supplied by the client (250 words per page approximate. To be supplied electronically. Web pages of more than 1,200 words of text may be subject to additional fees.)
- Links to external pages, up to an average of 2.5 per page.
- Custom Graphics Package. These can be provided by the client or suggested by ITCS, if stock photographs are required; these may incur a small additional price, and will be added to the final invoice. All other graphics (simple custom graphic incorporating company logo) will flow through the site if required. Line breaks and bullets, coloured text and background will be in keeping with the agreed colour scheme.
- Installation of web pages on the client’s web hosting service.
- Site promotion to at least a 10 major Web search engines, such as Google, Yahoo, Bing, AltaVista, InfoSeek, WebCrawler, Lycos, HotBot, etc.
- Feedback or Contact form.
- Email Account Management (Up to ten email accounts is provided under the standard hosting package, full support and configuration of these accounts is provided by ITCS, additional accounts can be made available with a premium hosting account.)
- Content Management System (Gold & Platinum packages) unlimited access via web admin interface. This allows the user the ability to change images and text.
- Standard Website Packages only. (Not applicable for e-commerce online stores.) – The content of the web pages will be supplied by the client and executed as specified. In the case where the client desires additional standard web pages beyond the original number of pages specified, the client will be notified that there is a fee of £25 for each additional webpage. Graphics or photos beyond the allowed average of 1.3 per webpage may be subject to further charges billed at an additional £2.50 each. Where custom graphic work (beyond the scope of the “Custom Graphics Package” detailed above) is requested, it will be billed at the hourly rate specified below. The store size and additional services, and prices of each are detailed on the attached estimate. (No additional charges will be added without prior approval from the client)
- Online stores only. (Not applicable for Standard Website Packages – The text and graphic content of the web pages will be supplied by the client and executed as specified by the client in the “Webpage Planning Worksheet”. This website will be developed in line with the package identified from the Website Planning Worksheet. It is understood that total prices calculated below are likely to vary from the final amount due to different quantities of products, categories, photos, regular pages, etc. in the final store. An estimate from ITCS will provided by means of an order form and governs the prices for this contract. Notwithstanding any prices listed in literature or on web pages, the client and ITCS agree that the services described above in this section shall be completed in line with the “Webpage Planning Worksheet” and above “Order Form”. The first payment will be based on the original order price. The final payment shall reflect and include all elements actually completed at the prices attached.
- We include e-mail/phone consultation of up to 3 hours total orientation education, marketing strategy, and helping clients learn to use the software. (Additional education and consultation is at our hourly rate.)
- Maintenance and Hourly Rate. This agreement includes minor webpage maintenance to regular web pages (not store product pages), including updating links and making minor changes to a sentence or paragraph. It does not including removing or updating entire pages of text or replacing it with new text. If the client or an agent other than ITCS attempts updating the client’s pages, time to repair webpages will be assessed at the hourly rate, and is not included as part of the updating time.
- Changes requested by the client beyond those limits may be subject to an hourly rate of £35. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own webpage editor. (No additional charges will be added without prior approval from the client)
- Web Hosting. The client understands that any web hosting services requires a separate contract with between a web hosting service and ITCS. The client agrees that ITCS will control this hosting service which allows ITCS full access to the website and a cgi-bin directory via FTP and telnet.
- Completion Date. ITCS and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website no later than one month after receipt of all content.
- Assignment of Project. ITCS reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.
- Copyrights and Trademarks. The client represents to ITCS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ITCS for inclusion in webpages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend ITCS and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
- Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend ITCS and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
- Copyright to Webpages. Copyright to the finished assembled work of webpages produced by ITCS is owned by ITCS. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. ITCS (UK) LTD retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
- Liquidated Damages For Direct Hiring of ITCS Employees:
- If, during the term of this Agreement or for a period of twelve months thereafter, you as a Client directly or indirectly retains the services (whether as an employee, independent contractor or otherwise) of any employee of ITCS (or an ex-employee within twelve months of the employee’s termination from ITCS) who has provided services to you the Client on behalf of ITCS. Then you agree that ITCS will be damaged, given that the amount of this damage will be difficult to determine you agree to a fixed price. Accordingly, you the Client agree that for each such ITCS employee hired, Client will pay ITCS the annual salary of the employee set at the rate of them leaving ITCS. This amount is agreed as liquidated damages for the loss of an engineer.
- Governing Law
The Agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.