IT Managed Services – Standard Agreement Terms

1        DEFINITIONS

The following interpretation provisions shall apply to the Terms and Conditions. “KBS Computer Supplies Ltd” means KBS Computer Supplies Ltd Systems, trading as KBS Computer Supplies Ltd Systems Ltd “The Customer” means any individual, body, company or corporation whose names appear on the details overleaf. “The Service” means the supply by KBS Computer Supplies Ltd Systems to the Customer of such of the maintenance services set out in the clause – therefore which services are offered by KBS Computer Supplies Ltd service department and details of which have already been supplied to the customer. “The Contract” means any contracts in writing for the supply of service embodying the terms set out herein specifying which class of service the customer requires. “The Maintenance Charge” means the annual charge current at the commencement of each year or other period from time to time fixed by KBS Computer Supplies Ltd which charge is exclusive of all duties and taxes in respect of the service. “The Equipment” means the hardware specified by the customer to KBS Computer Supplies Ltd at the commencement date. “The Software” means the software specified by the customer to KBS Computer Supplies Ltd at the commencement date. “Functional Fault Calls” means requests from the customer for assistance in rectifying failures where the software does not operate in a manner as defined in the functional specification or operating manual. “Operational Fault Calls” means requests from customer for assistance in rectifying software failures which result from improper use of the software by the customer. “Help Calls” means advice on solving hardware and software related problems.  This does not include training in the functionality of the applications. “Subsidiary Charges” is charged at (please insert cost) per hour or part thereof minimum charges.

2                     HARDWARE SERVICE

If you opt for Hardware Supported Service, the following applies –

1. Service carried out at the customer’s premises covering repairs to and the breakdown of equipment and cost of travel.  If the customer requires a service call for a fault in the equipment this will be carried out during normal working hours and KBS Computer Supplies Ltd will use its best endeavour to respond within the agreed response times (as per schedule).  Usual working hours are 9am to 5pm Monday to Friday, excluding UK public holidays.
2. For so long as the customer shall observe and perform the terms and conditions and obligations hereunder, KBS Computer Supplies Ltd will maintain the equipment in an efficient operating condition in accordance with the conditions herein after contained including workshop repairs a replacement parts/consumables or exchange of electronic components when deemed necessary by KBS Computer Supplies Ltd.  Where replacement parts/consumables are required, KBS Computer Supplies Ltd will advise to the costs incurred; labour and time are provided FOC.
3. The customer agrees to have the service from KBS Computer Supplies Ltd for maintenance of the equipment in accordance with the terms set out below at the maintenance charge.
4. KBS Computer Supplies Ltd reserves the right to make charge to cover all or any part of the cost of providing workshop repairs to equipment more than five years of age or where in the opinion of KBS Computer Supplies Ltd the equipment requires reconditioning.  An estimate will be submitted prior to any chargeable work being carried out.  No repairs will be commenced without an official order having been placed by the customer to KBS Computer Supplies Ltd.
5. KBS Computer Supplies Ltd reserves the right to make charge to cover all or any part of the cost of providing workshop repairs or replacement parts/consumables to any such equipment were in the opinion of KBS Computer Supplies Ltd the equipment is beyond economical repair, or is being excessively used or over worked.
6. KBS Computer Supplies Ltd does not undertake to replace consumable items such ribbons, type elements (such as printer heads or laser printer drums), magnetic media, paper or batteries under this contact. All costs for any calls made to fit supplies will be charged in addition to the maintenance charge.
7. This agreement shall not become effective until the equipment has been examined by KBS Computer Supplies Ltd and certified to be in good working order and condition.
8. KBS Computer Supplies Ltd shall perform the inspection and any required repair of the equipment at their current hourly service rates.
9. An increased rate for maintenance charge will be fixed by KBS Computer Supplies Ltd and payable by the customer, if the equipment is used outside normal business hours or in exceptional environment conditions on a regular basis.  Such increased maintenance charge will relate back to the commencement of the current annual period.
10. It is the customer’s responsibility to ensure that: – 

Only materials or supplies of the specification approved by Product Manufactures or KBS Computer Supplies Ltd are used, and

1.          No alterations, repairs or maintenance are carried out other than by KBS Computer Supplies Ltd.  Any breach of this condition will release KBS Computer Supplies Ltd from all liability for maintenance. 
2. Repairs calls will be performed during normal business hours Monday to Friday 9.00am to 5.30pm and the equipment subject to repairs will be checked and adjusted during these hours.
3. The obligations of KBS Computer Supplies Ltd shall not extend to: – 
4.          Services required or due directly or indirectly to damage caused by accident, neglect, misuse, alterations to the equipment, unfavourable environment conditions or electrical current fluctuations.
5.         Work which in the opinion of KBS Computer Supplies Ltd it is impractical to perform due to alterations in the location of the equipment or connection by any device or equipment not approved prior to such connection by KBS Computer Supplies Ltd.
6.         Specification changed, such as additional hardware e.g. memory or disc.
7.          Service required due to the use of supplies not approved by KBS Computer Supplies Ltd. 
8. The customer hereby agrees to give to the representatives of KBS Computer Supplies Ltd full and free access to the equipment and all necessary time for testing the equipment and the whole of the system if necessary in connection with the service.
9. The Customer may not assign, transfer or share the benefit or burden of the contract nor shall they permit any other person, firm or company to service, repair or alter the equipment and any additional equipment purchased by the customer hereafter will not form part of the contract and shall be subject to a separate contract.
10. In the event that the customer changes the location of the equipment then they shall so advise KBS Computer Supplies Ltd and in the event that the location of the equipment is more than 40 miles from the premises of KBS Computer Supplies Ltd.  KBS Computer Supplies Ltd shall have the right to terminate or renegotiate its obligations hereunder forthwith.
11. KBS Computer Supplies Ltd does not undertake to repair any equipment for which parts/consumables are no longer available.
12. KBS Computer Supplies Ltd will not be responsible for third party vendor warranty cover. KBS will act as a facilitator between you and the other vendor to obtain third party service or support you may be entitled to receive under your agreement with those other vendors.

 3            SOFTWARE

If you opt for Software Supported Service, the following applies –

1. “Software Maintenance” shall mean all necessary advice, diagnostic procedures, needed to ensure the correct operation (as defined by the functional specification where appropriate, otherwise by the operations manual) of the system.  Such maintenance shall be provided in response to a telephone request to KBS Computer Supplies Ltd during the maintenance period.  It shall also include the installation of new versions of software purchased where the new version has been provided within the terms of KBS Computer Supplies Ltd maintenance contract with the software suppliers.  However, KBS Computer Supplies Ltd reserve the right to make charge for installation of updates or other new software at their discretion.  KBS Computer Supplies Ltd shall give notice of any such charge.
2. “Software Customisation” shall mean all modifications required beyond the initial installation process as determined within the project scope of works. KBS Computer Supplies reserve the rights to make charge for any software modifications at their discretion. 
3. There may be a requirement for integration between third party software products with other Sage products and services (such as Sage Pay) or provide access to technology, information or services not provided by us (such as the HM Revenue & Customs website even though it may look like Sage operates these technologies or services). You may purchase or subscribe to third party complimentary products, software or services that integrate or work with Sage 200 or any other Sage products and services or technology, information or services not provided by us (“Additional Services”).  It is your responsibility to decide whether or not to use Additional Services provided by KBS Computer Supplies at this time. 

4              SUPPORT SERVICES

As part of your subscription, your scoping document will define your support services as defined as part of yor agreement. We will provide the Support to you in accordance with this Agreement and the Documentation. Support will be accessible during the hours set out in the Documentation and may be given at our discretion by way of telephone, email, web chat, remote assistance and self-help online support or other method. Unless we agree otherwise.

4.1               When you contact us by telephone, we use:

4.2             We use call recording software and may record your call for security and training purposes and for other purposes which help us to provide high quality services, including to keep a record of the Support provided to you; and caller recognition technology to deal with your call in the most effective way.  

4.3             If we provide you with remote assistance, you agree to accept a software file onto your computer system(s) where necessary to allow us to provide that assistance and you understand that by doing so we will be temporarily able to access and control your computer. You will be able to see everything we can see and you will be able to monitor what we do. At any point whilst we are providing remote assistance you can ask us to stop the sessions and sever the link between our systems and yours.

4.4            If we give you the opportunity to participate in our webinars from time to time, you acknowledge we may cancel them or that you may not be able to participate in particular sessions. Webinars rely on internet connectivity so we cannot guarantee that access will be uninterrupted. Accordingly, you agree that we won’t be responsible if you are unable to participate in a webinar for any reason. 

4.5           Support may include business information and business advice which is prepared and updated in line with relevant laws and best practice in England and Wales, Scotland and Northern Ireland (unless we advise you otherwise). It is only suitable for use in those countries.  However, business information cannot take account of all circumstances, and so cannot provide specific advice (such as how a particular event will affect your legal position. 

4.6            We will endeavour to keep a record of all calls and support calls provided to you. We also keep a record of all letters, emails, technical responses and email follow ups to business advice we send to or receive from you.

 5.        CUSTOMER RESPONSIBILITIES

a.            To use the system in accordance with the instructions given during training and/or in the operations manual provided by manufacturers.

b.            To take regular back-up copies of all data and program’s and to safeguard such copies.

c.            To keep a log of any faults found in the system.

d.            To provide KBS Computer Supplies Ltd with access to the faults log, the system and (where agreed) with a telephone line that will allow a dial-up connection via remote terminal to the system.

e.            To ensure that all hardware is adequately maintained and in working order.

f.             To ensure that at least 2 current members of staff have had training on application software 

6.        KBS COMPUTER SUPPLIES LTD RESPONSIBILITIES

a.            To provide software maintenance during the maintenance period.  

b.          All support calls within the maintenance period, calls will be monitored for support requirements and if the reuired support falls beyond the scope of the contracts, charges will be applied at the subsidiary (services not covered) rate, at the discretion of KBS Computer Supplies Ltd. 

c.           Operational Fault Calls will be charged at the subsidiary charge rate, at the discretion of KBS Computer Supplies Ltd.

d.          Maintenance services are in addition to any right the customer may have under any warranty in force at the time of purchase.

7        CHARGES

a.            Charges shall commence from the contract start date, and do not include VAT which shall be added at the standard rate.

b.           This IT Managed Service contract is subject to annual price review, the price is fixed for the first 12 month’s period of this contract, On the anniversary of the contract start date, price 5% and below are automatically applied to the contract, which include changes to services. Price increases are Any price increase above 5% will be put into writing, made 30 days prior to becoming effective. If the contract is based on a per user model, the increase will be applied at user level.

8.        SERVICES NOT COVERED

Additional charges for service not covered under tyour agreement will ne itemised and shown within your contract scope.

 8         PAYMENT

Invoices will be rendered in advance at the current maintenance charge rate and will be payable from the date of invoice.  If not paid, then KBS Computer Supplies Ltd shall be entitled to treat the contract as automatically terminated.  In the event of failure by the customer to comply with the payment terms KBS Computer Supplies Ltd reserves the right to withdraw the service and claim full sum due for the service provided to the date of termination plus damages for the loss of the contract.  The customer acknowledges that it has no right to set off or counterclaim KBS Computer Supplies Ltd.’s invoices.  All taxes and duties in respect of the services rendered are payable by the customer and payable in addition to the current maintenance charge.

9         TERMINATION

The Support Contract runs for the duration of the Agreement save that it may be terminated by either party upon giving 90 days’ notice prior to the anniversary of the Commencement Date.KBS Computer Supplies Ltd may terminate this agreement by notice in writing to the customer in the event that the customer:

9.1          Fails to make payment of any sum due under this agreement within 14 days of written notice requesting the same; or

9.2          Suffers appointment to a receiver, passes a resolution of winding up, becomes insolvent or ceases to trade.

9.3          KBS Computer Supplies Ltd may terminate it obligations here-under forthwith in the event of the customer breaching any of the conditions of this agreement and in that event KBS Computer Supplies Ltd shall be entitled to retain the whole of any payments made by the customer.

If the IT Services Support Contract includes additional application solution and services – on these occassions, termination will be governed by the Application or Solution Vendor. Details can be found here.

If a termination is required by the customer before the 90days notice period, an early termination fee will be applied. If additional resources are required to facilitate the termination, these will equally be charged and added to the termination.

10       LIMITATIONS OF LIABILITY

 A failure by KBS Computer Supplies Ltd to perform its obligations under the contract by reason of fire, explosion, accident, mechanical breakdown, shortage or interruption of the supply of labour or materials, industrial disputes or any other cause howsoever arriving outside the control of KBS Computer Supplies Ltd will not constitute a breach of this Contract.Whilst KBS Computer Supplies Ltd shall use reasonable endeavours to prevent disclosure of confidential information relating to the customer it will not be liable for such disclosure of confidential information relating to the customer it will not be liable for such disclosure or the consequences thereof.

( i) Although KBS Computer Supplies Ltd shall use its best endeavour to ensure prompt maintenance of the equipment. KBS Computer Supplies Ltd shall not be liable for delay or failure in performance of its obligations hereunder or for the consequences thereof however caused.

(ii) The extent of KBS Computer Supplies Ltd.’s liability shall be limited to the obligations and liabilities stated herein which are lieu and to the exclusion of all other obligations, warranties, representations and conditions whether express or implied and KBS Computer Supplies Ltd shall in no circumstances be liable for direct or indirect consequences, loss or delays whatsoever and howsoever caused save only for direct losses arising as a direct result of KBS Computer Supplies Ltd.’s negligence or the negligence of its employees or such other losses which cannot lawfully be excluded.

 (iii)   Failure of software to function within the manufacturer’s design.

11      YOUR INFORMATION, DATA PROTECTION

Information you provide to us (this information excludes any data inputted by you or on your behalf into which we refer to in this agreement as “Customer Data”) We will use any information you to provide us under this agreement (excluding Customer Data), or that we collect under this agreement as described in our Privacy Policy and in particular to:

11.1         Provide, manage and administer your use of your IT network and other Software vendors;

11.2          Fulfil our contractual obligations under this agreement;

11.3          Liaise with regulators, banks, law enforcement agencies (including the police);

11.4          Contact you to see if you would like to take part in our customer research;

11.5          Contact you about other products and services which we think you will be interested in;

11.6          Otherwise in accordance with our Privacy Policy

11.7          If you provide us with information which contains personal data we will process and you agree and authorise us to process that data in accordance with the Data Protection Act 1998 Where we use the terms “personal data”, “data processor” and “data controller” in this

11.8          agreement we mean as those terms are defined in the Data Protection Laws.

12.       CUSTOMER DATA 

12.1        You own your Data and you have sole responsibility for its legality, reliability, integrity, accuracy and quality.

12.2        To the extent personal data is included in any Customer Data we will process that data on your behalf as a data processor.  We will only process such personal data in accordance with your instructions.

12.3        We will use any data that you transfer to this agreement to:

12.3.1     provide, manage and administer your use of software;

12.3.2     fulfil our contractual obligations under this agreement; and

12.4        You warrant and represent that:

12.4.1     you will comply with the Data Protection Laws;

12.4.2     you are authorised pursuant to the Data Protection Laws to disclose any personal data which you disclose or otherwise provide to us regarding persons other than yourself;

12.4.3     you will, where required under the Data Protection Laws, obtain all necessary consents in order for (i) you to disclose the personal data to us; (ii) us to process the personal data for the purposes of providing software support; (iii) us to disclose the personal data to those parties set out in clause 13.11 below including where the recipients of the personal data are outside the European Economic Area.

12.5         We warrant and represent that during the term of this agreement we will:

12.5.1     comply with the Data Protection Laws applicable to us whilst such personal data are in our control;

12.5.2     (having regard to the state of technological development and the cost of implementing any measures), take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and

12.5.3     take reasonable steps to ensure the reliability of our employees who have access to any personal data.

12.6         You acknowledge and agree that for the purposes of providing KBS Computer Supplies Ltd under this agreement personal data may be transferred outside the European Economic Area.

12.7         We may, subject to Customer Data that you transfer to us pursuant to this agreement to:

12.7.1     law enforcement agencies;

12.7.2     any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and any other person who has a legal right to require disclosure of the information

13           GENERAL

The customer shall at all times be responsible for safeguarding any KBS Computer Supplies Ltd’s equipment left on the customer’s premises and shall in the event of loss, theft or destruction (however caused) or any KBS Computer Supplies Ltd.’s maintenance equipment situated on the customer premises, the customer shall reimburse KBS Computer Supplies Ltd (together with ancillary expenses occurred by KBS Computer Supplies Ltd) at the full replacement value of the equipment lost, stolen or destroyed and in the event of damage to the equipment incurred whilst on the customer’s premises, the customer shall reimburse KBS Computer Supplies Ltd with the full cost of repair together with ancillary expenses incurred by KBS Computer Supplies Ltd.

This agreement constitutes the entire agreement between the parties for all maintenance services provided by KBS Computer Supplies Ltd, unless superseded by a written agreement by both parties. KBS Computer Supplies Ltd may at any time sub-contract either in whole or in part its obligations here-under, and will furnish the customer with written notification of such.If KBS Computer Supplies Ltd receives no written notice or complaint it shall be assumed for all purposes that the services have been performed to the satisfaction of the customer.Any such notices shall be given within 48 hours of the occurrence of the deficiency of the work carried out. KBS Computer Supplies Ltd reserve the right to assign the benefit and burden of the contract and the expression “KBS Computer Supplies Ltd Systems” shall where the assignment takes place include KBS Computer Supplies Ltd Systems assigns. The laws of Northern Ireland shall govern the construction validity and performance of any contract incorporating these terms.The customer represents that it has been read by this agreement, understands it and agrees to be bound by the conditions.