Terms and Conditions

1 Interpretation
1.1 In this Agreement (as defined in the Sales Order Form):
1.1.1 any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
1.1.2 references to clauses are to the Clauses of this Agreement;
1.1.3 the headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement;
1.1.4 words beginning with capital letters are intended to have the meaning given to them either in these Terms and Conditions or in the Sales Order Form; and
1.1.5 references to any gender include any other gender and the singular includes the plural and vice versa.
1.2 If there is any conflict or inconsistency between the various documents forming this Agreement, the following order of precedence shall apply (the first mentioned documents prevailing over the later mentioned documents):
1.2.1 the Sales Order Form;
1.2.2 any confirmed order of Additional Services as agreed by ANother Managed IT Services in accordance with clause 2.5;
1.2.3 the Schedule(s) containing the Service Description and Fees;
1.2.4 these Terms and Conditions; and
1.2.5 any remaining Schedules.
2 Services
2.1 ANother Managed IT Services Limited, trading as ANother Managed IT Services IT Support and/or ANother Managed IT Services IT (“ANother Managed IT Services”) agrees to provide to the Customer the Services for the Term in accordance with these Terms and Conditions. Whether the Customer seeks to engage ANother Managed IT Services IT or ANother Managed IT Services IT Support, these are trading names of ANother Managed IT Services Limited and in order for the Customer to receive Services it shall enter into these Terms and Conditions with ANother Managed IT Services Limited. For the purposes of this Agreement, the “Customer”, the “Fees”, the “Services” and the “Initial Term” shall have the meaning ascribed to them in the Sales Order Form, these Terms and Conditions and corresponding Schedules.
2.2 If at any time during the Term the Customer wishes to alter all or any part of the Services the Customer and ANother Managed IT Services shall discuss the proposed change and ANother Managed IT Services shall provide to the Customer a quotation for the amendments required to the Services and any agreed fees.
2.3 The Customer may elect to either:
2.3.1 accept the revised services and fees pursuant to a revised Schedule 1 in which case this Agreement shall be amended in writing. Such amendment shall be expressed in writing and signed by the parties as a variation to this Agreement;
2.3.2 withdraw the proposed alterations in which case this Agreement shall continue in full force and effect unchanged (subject to clause 2.4 below).
2.4 ANother Managed IT Services may at its discretion elect to make a reasonable charge (on a time and materials basis) for considering such alterations including a charge for wasted costs incurred and if the Customer’s request for such alterations is subsequently withdrawn but results in a delay in the performance of the Services then ANother Managed IT Services shall not be liable for such delay and shall be entitled to an extension of time for performing its obligations equal to the period of any such delay.
2.5 The Customer may from time to time during the Term request ANother Managed IT Services to provide professional, consultancy, or other services (“Additional Services”) in accordance with the following process:
2.5.1 the Customer shall submit such request in writing (which may be sent by email) to ANother Managed IT Services (including where such request is sent as a result of an initial recommendation by ANother Managed IT Services) (“Additional Services Request”);
2.5.2 after receipt of an Additional Service Request, ANother Managed IT Services shall provide the Customer with a written proposal or statement of work containing the terms on which it would provide such Additional Services (an “Additional Services Proposal”), such proposal to include, without limitation: a description of the Services; an explanation of the Fees and payment terms for such Additional Services as determined in accordance with ANother Managed IT Services’ then current rate card; any proposed time frame for the provision of such Additional Services if applicable); and
2.5.3 if requested by the Customer, the parties shall discuss the terms of such Additional Services Proposal in good faith; and
2.5.4 if the Customer agrees to the terms of such Additional Services Proposal (or any amended version thereof which is agreed between the parties following such good faith discussions), the Customer shall sign, date and return to ANother Managed IT Services a copy of such Additional Services Proposal, whereupon the terms of such proposal shall become binding upon the parties.
3 Responsibilities of the Customer
3.1 The Customer shall:
3.1.1 provide ANother Managed IT Services with access to and use of all of its information, personnel, facilities and relevant parts of the premises as may be reasonably required by ANother Managed IT Services for the purpose of providing the Services under this Agreement; and
3.1.2 comply with any specific dependencies or responsibilities identified in Schedule 1 or otherwise specified in respect of Additional Services in accordance with clause 2.5.
3.2 The Customer shall take all reasonable precautions to protect the health and safety of ANother Managed IT Services personnel or its agents whilst on the Customer’s site.
3.3 The Customer shall use all reasonable endeavours to ensure that any information that it supplies to ANother Managed IT Services which is required for ANother Managed IT Services . to provide the Services is complete, accurate and in the format agreed by the parties. If the Customer discovers that such information is incorrect or inaccurate it will promptly notify ANother Managed IT Services of such errors and provide a correction as soon as reasonably practicable.
3.4 The Customer shall comply with ANother Managed IT Services’ reasonable instructions, guidelines and directions in relation to the Services provided under this Agreement.
3.5 The Customer shall be responsible at all times for maintaining an appropriate data backup procedure to enable the recovery of lost or corrupted data files and ANother Managed IT Services shall not be liable to the Customer or any third party for the loss or corruption of data. Unless otherwise expressly agreed in writing, ANother Managed IT Services’ Services only consist of checks that the relevant software and devices report that backups have been made of the files and databases selected by the Customer. ANother Managed IT Services shall not be liable if a complete backup of data cannot be obtained as it is not responsible for the selection of databases in respect of which backups are to be performed nor shall it be responsible for checking backed-up files for the extent of restorable data.
3.6 The Customer shall ensure that all equipment necessary for the performance of the Services (the “Equipment”) is: maintained in accordance with the relevant manufacturer’s recommendations; kept in appropriate environmental conditions where appropriate security measures are maintained for the Equipment; and in a state and condition ready and suitable to receive and use such Services. ANother Managed IT Services reserves the right to inspect the Equipment and, if not acceptable to reject it.
3.7 If access to the premises and or the working area is not made available by the Customer in accordance with this Agreement then ANother Managed IT Services shall not be held responsible for delays or be expected to maintain the agreed time scales and may charge for such unscheduled waiting time and travel expenses or impact of such delay.
3.8 ANother Managed IT Services shall not be held responsible for:
3.8.1 any failure, malfunctions, or testing of the existing power supply distribution system and/or outlets to which the Equipment is connected; or
3.8.2 any fault arising from any network data cabling infrastructure and/or telecommunications network infrastructure failure, and, in each case, ANother Managed IT Services reserves the right to charge for any remedial activity to overcome or work around the problem or demonstrate that ANother Managed IT Services is not responsible for the fault. ANother Managed IT Services will not be liable for any charges or costs incurred in carrying out the Customer’s instructions whatsoever including for any charges imposed by any telecommunications provider.
3.9 ANother Managed IT Services shall not be liable for any work that arises as a result of the fault of any company. ANother Managed IT Services reserves the right to charge for any Services it provides in relation to the works where so instructed by the Customer. In the case where the Customer requires ANother Managed IT Services to engage with a third party to provide such works the Customer shall be responsible for and settle all such costs arising in respect of such works carried out by such third party.
3.10 ANother Managed IT Services shall not be liable for any cyber damage or loss to the Customer or loss of or corruption of data of the Customer caused by the activities of the Customer’s employees, agents or contractors.
4 Responsibilities of ANother Managed IT Services
4.1 ANother Managed IT Services shall use reasonable endeavours to perform its obligations under this Agreement.
4.2 ANother Managed IT Services shall use reasonable care and skill in providing the Services and do so in accordance with good industry practice.
4.3 ANother Managed IT Services shall only use personnel or agents in the provision of the Services who are suitably qualified.
4.4 ANother Managed IT Services shall ensure that its personnel or agents, whilst on the Customer’s premises, comply with the Customer’s reasonable regulations governing security and health and safety as have been previously notified in writing by the Customer to ANother Managed IT Services.
4.5 ANother Managed IT Services shall reasonably comply with any and all information security requirements as have been reasonably notified to ANother Managed IT Services from time to time by the Customer and as set out in Schedule 2 to this Agreement.
5 Charges and Payment
5.1 In consideration for the provision of the Services during the Term the Customer shall pay ANother Managed IT Services the Fees set out in or calculated in accordance with Schedule 1 or as otherwise agreed in respect of Additional Services in accordance with clause 2.5.
5.2 Unless otherwise agreed by the parties in writing, ANother Managed IT Services shall invoice the Customer:
5.2.1 annually in advance for fixed annual Fees with the first such payment payable on the date the parties enter into this Agreement and thereafter on each anniversary of such date;
5.2.2 quarterly in advance for fixed quarterly Fees with the first such payment payable on the date the parties enter into this Agreement and thereafter every three months;
5.2.3 monthly in advance for fixed monthly Fees;
5.2.4 monthly in arrears for Services provided based on the number of hours or days of Services provided;
5.2.5 prior to any equipment or software being ordered by ANother Managed IT Services for the Customer in accordance with clause 2.5 (for the avoidance of doubt and unless otherwise agreed software and equipment shall not be ordered for a Customer until the relevant price has been paid in full); and
5.2.6 as set out above or otherwise agreed in accordance with clause 2.5 in respect of Additional Services.
6 Disbursements and Expenses
6.1 The Customer shall be liable for all expenses and out of pocket disbursements (plus VAT) reasonably incurred by ANother Managed IT Services in the provision of the Services. Such expenses and out of pocket disbursements shall be payable by the Customer in addition to the Fees referred to in Clause 5 above. Schedule 1 sets out a table of usual expenses which are likely to apply.
7 Confidentiality
7.1 Each party agrees and undertakes that during the Term and for five (5) years following termination of this Agreement it shall keep confidential all documentation or information, including but not limited to the contents of this Agreement; and shall not use for its own purposes nor without the prior written consent of the other party disclose to any third party any information which either by its nature is or is expressed to be confidential (including trade secrets and information of commercial value) to the other party (“Confidential Information”), unless such information is public knowledge or already known to such party at the time of disclosure, subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of such party from a third party who is not under any obligation of confidence to the other party or is required to be disclosed by any law (including any order of a court of competent jurisdiction), any Parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of law.
8 Limitation of Liability
8.1 In respect of any default by ANother Managed IT Services constituting a breach of this Agreement ANother Managed IT Services’ liability shall be limited in accordance with this Clause 8.
8.2 The maximum liability of ANother Managed IT Services to the Customer (whether arising from tort, negligence, breach of contract or otherwise) under this Agreement shall not exceed 100% of the total Fees paid by the Customer to ANother Managed IT Services for the year in which the breach arose in respect of each event or series of connected events.
8.3 In no circumstances shall ANother Managed IT Services be liable to the Customer for any special indirect or consequential loss or damage howsoever arising (including without limitation, loss of profits or business opportunity, anticipated savings, goodwill or contracts or loss or corruption of data or information) resulting from the provision of the Services even if such loss was reasonably foreseeable and/or the Customer had advised ANother Managed IT Services of the possibility of such loss occurring.
8.4 Nothing in this Clause 8 shall in any way limit either party’s liability for personal injury or death arising through any breach of this Agreement, that party’s negligence, or for fraud, or fraudulent misrepresentation, dishonesty, gross negligence, wilful default or any deliberate act or omission by that party, its employees, agents, members of its group or sub-contractors.
8.5 ANother Managed IT Services hereby excludes to the extent permitted by law any and all warranties, representations, conditions or terms of equivalent effect that might be implied by law concerning this Agreement or otherwise.
8.6 Any third party services and/or software provided by ANother Managed IT Services for the provision of the Services are provided “as is” without any warranty of any kind either express or implied, and ANother Managed IT Services does not warrant that the third party services and/or software shall be error-free or that such errors will be corrected. The Customer shall be solely responsible for all costs and expenses associated with rectification, repair or damage caused by such errors.
9 Force Majeure
9.1 Neither party shall be liable to the other for any delay or non performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, epidemic, lock outs, outages, failures in any telecommunication networks or infrastructure, strikes or other labour disputes, civil commotion or national emergency (the “Force Majeure Event”).
9.2 In the event that either party is delayed or prevented from performing its obligations under this Agreement by any reason of any Force Majeure Event, such party shall:
9.2.1 Give to the other party written notice of such delay or prevention stating the date such delay or prevention commenced, its cause and an estimate of its duration;
9.2.2 Use all its reasonable endeavours to mitigate the effects of such Force Majeure Event; and
9.2.3 Resume performance of its obligations as soon as reasonably practicable after the end of such Force Majeure Event.
9.2.4 If any Force Majeure Event continues for more than twelve (12) weeks either party may terminate this Agreement on giving thirty (30) days written notice to the other.
10 Software and Equipment – Title, Risk and Insurance
10.1 The Customer may order software and equipment (such orders being placed in writing, which shall include email) and, if such orders are accepted by ANother Managed IT Services in writing (which shall include email), such software and/or equipment shall be provided in consideration for the prior payment of the relevant Fees which shall be determined in accordance with ANother Managed IT Services’ then current price lists.
10.2 Title to any equipment supplied by ANother Managed IT Services shall pass on full payment of the Fees and until such payment the Customer shall insure and store such equipment separately and the Customer shall not modify, pledge or sell them.
10.3 The risk in any equipment (including but not restricted to hardware, software and/or consumables) supplied by ANother Managed IT Services shall pass to the Customer from delivery or, if the Customer wrongfully fails to take delivery of such equipment, the time when ANother Managed IT Services has tendered delivery of such equipment. For the avoidance of any doubt, ANother Managed IT Services shall have no liability for any loss or damage in connection with such equipment howsoever caused on delivery.
10.4 Without prejudice to Clause 10.3, the Customer shall ensure that it has an insurance policy to cover its obligations and liabilities with regard to the Services provided under this Agreement; this is including but not restricted to appropriate cover for the supply and/or delivery of such equipment. The Customer shall provide ANother Managed IT Services with a copy of such insurance policy.
11 Data Protection Legislation
11.1 Each party undertakes that in performing its obligations hereunder it shall (and shall procure that its personnel shall) comply with all relevant legislation relating to the processing of personal data, including but not limited to the data protection legislation implementing the European Community Directives 95/46/EC and 2002/58/EC General Data Protection Regulations (which includes, in respect of the United Kingdom, the Data Protection Act 1998/2018 (“DPA”)).
11.2 The parties acknowledge and agree that in providing the Services under this Agreement ANother Managed IT Services shall act as data processor (as defined under the DPA) and the Customer shall, at all times, be the data controller (as defined under the DPA). When processing personal data provided to it under this Agreement ANother Managed IT Services shall, as data processor, act only on instructions from the Customer and shall take all 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.
12 Intellectual Property Rights
12.1 All copyright, database right, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same (the “Intellectual Property Rights”) in the Customer’s documentation, information, data, software or invention (the “Customer Material”) shall remain vested in the Customer or its licensors.
12.2 Where appropriate, the Customer shall grant, or shall procure the grant of a perpetual, royalty free, non-exclusive and non-transferable licence to ANother Managed IT Services to copy and use any Customer Material as agreed by the parties in order to allow ANother Managed IT Services to provide the Services under this Agreement.
12.3 All Intellectual Property Rights in any report, documentation, information, data, software or invention prepared or created by ANother Managed IT Services (the “ANother Managed IT Services Material”) to provide the Services in accordance with this Agreement shall remain vested in ANother Managed IT Services (or its relevant licensors) and to the extent that such rights in any such ANother Managed IT Services Material vest in the Customer by operation of law, the Customer hereby assigns such rights to ANother Managed IT Services.
12.4 The Customer shall notify ANother Managed IT Services promptly upon becoming aware of any unauthorised use of ANother Managed IT Services Material.
12.5 The Customer acknowledges and agrees that it shall not acquire or claim any title to any of ANother Managed IT Services’ (or ANother Managed IT Services’ licensors’) Intellectual Property Rights by virtue of the rights granted to the Customer under this Agreement or through its use of ANother Managed IT Services’ (or ANother Managed IT Services’ licensors’) Intellectual Property Rights.
12.6 The Customer agrees that it shall not, at any time, do, or omit to do, anything which is likely to prejudice ANother Managed IT Services’ or its licensors’ ownership of such Intellectual Property Rights; and further agrees to comply with any conditions of use as set out by ANother Managed IT Services in the Services in Schedule 1.
12.7 For the duration of the Term:
12.7.1 ANother Managed IT Services warrants that the use of the ANother Managed IT Services Material by the Customer as permitted by this Agreement shall not infringe any third party Intellectual Property Rights;
12.7.2 the Customer warrants that the use of the Customer Material by ANother Managed IT Services as permitted by this Agreement shall not infringe any third party Intellectual Property Rights.
13 Termination
13.1 This Agreement shall commence on the Commencement Date specified in the Sales Order Form and, subject always to earlier termination in accordance with this clause 13, shall continue for the duration of the Initial Term (as defined in the Sales Order Form) and thereafter the Agreement shall continue from year to year with each party having the right, without prejudice to its other rights or remedies, to terminate this Agreement on each anniversary of the Commencement Date by giving not less than ninety (90) days written notice to the other party prior to such anniversary date (the “Term”).
13.2 Notwithstanding Clause 13.1, each party shall have the right, without prejudice to its other rights and remedies, to terminate this Agreement immediately by written notice to the other if the other:
13.2.1 is in material breach of any term of this Agreement and such breach is either incapable of remedy or is capable of remedy but the party in breach has failed to remedy it within thirty (30) days of receipt of a notice from the party not in breach requiring it to do so;
13.2.2 is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) or becomes insolvent or bankrupt or enters into any kind of voluntary arrangement (whether individual or corporate) with its creditors (other than for the purpose of a bona fide reconstruction or amalgamation of the solvent party) or has an administration order made against it or commences to be wound up (otherwise than for the purposes of a bona fide reconstruction or amalgamation) or has a receiver appointed over all or any part of its undertaking or assets or undergoes any analogous event in any applicable jurisdiction or terminates or suspends its business activities.
13.3 Termination of this Agreement by whatever means shall not affect any rights, obligations or liabilities of either party:
13.3.1 which have accrued before termination of this Agreement; and/or
13.3.2 which are intended to continue to have effect beyond termination.
13.4 Upon termination of this Agreement:
13.4.1 each party shall promptly return to the other the Confidential Information owned by the other and destroy any electronic copies of the same;
13.4.2 the Customer shall, at ANother Managed IT Services’ request, either promptly return to ANother Managed IT Services all ANother Managed IT Services Material and in which title has not vested in the Customer or destroy such ANother Managed IT Services Material, held electronically or otherwise, and if destroyed, provide a certificate stating that all the ANother Managed IT Services material has been destroyed;
13.4.3 ANother Managed IT Services shall promptly return the Customer Material except where it is necessary to retain such Confidential Information or Customer Materials to exercise any rights granted under this Agreement or by law which is intended to survive termination of this Agreement.
14 Miscellaneous
14.1 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
14.2 The Customer agrees that it shall always provide ANother Managed IT Services a reasonable opportunity to correct any deficiency in the Services before claiming a breach by ANother Managed IT Services of its obligations under this Agreement.
14.3 Unless otherwise expressly stated in this Agreement, notices shall be in writing and sent to the other party at the postal address set out in this Agreement. Notices may be sent by first class mail. Notices sent by first class mail shall be deemed to have been served two working days after posting. Notices may be sent by email as a secure pdf attachment provided that a physical copy is sent by first class mail at the same time.
14.4 No terms or conditions endorsed upon, delivered with or contained in any purchase order or other document of the Customer shall form any part of this Agreement between ANother Managed IT Services and the Customer and this Agreement shall prevail over any inconsistent terms, conditions or documents.
14.5 This Agreement (comprising the Sales Order Form, the Fees, these Terms and Conditions and the Schedules) constitutes the entire agreement between the parties relating to the provision of the Services to be provided by ANother Managed IT Services and supersedes any prior agreements, arrangements or undertakings between ANother Managed IT Services and the Customer in relation to the same. Nothing in this clause 14.5 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
14.6 The Customer shall not assign, transfer or sub-contract or deal in any other manner with this Agreement without the prior written consent of ANother Managed IT Services.
14.7 For the duration of the Term and the period of six (6) months thereafter (the “Specified Period”), the Customer shall not employ, solicit or initiate or engage in discussions with the intent of soliciting, employing or otherwise engaging with any person who is or was an officer, employee or consultant of ANother Managed IT Services during the Specified Period or encourage them to end their relationship with ANother Managed IT Services (whether they breach their contract to do so or not).
14.8 This Agreement may be entered into in any number of counterparts all of which, taken together, shall constitute one and the same instrument. Either party may enter into this Agreement by executing any such counterpart.
14.9 Nothing in this Agreement is intended to, or shall, operate to:
14.9.1 create a partnership or joint venture of any kind between ANother Managed IT Services and the Customer;
14.9.2 authorise either party to act as agent for the other party; and/or
14.9.3 authorise either party to act in the name or on behalf of, or otherwise bind, the other party in any way.
14.10 The failure of either party at any time to enforce any provision of this Agreement shall in no way affect its rights thereafter to require complete performance by the other party, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any sub provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.
14.11 If any part of this Agreement is found to be invalid or unenforceable by a court having jurisdiction over the matter, the invalid or unenforceable part of the provision shall be removed and shall not affect the validity of the rest of the Agreement.
14.12 Any amendment to this Agreement must be in writing and signed by a duly authorised representative from each party.
14.13 Additional Services may be subject to cancellation charges as agreed in accordance with the process set out in 2.5 and will be specifically notified to the Customer.
14.14 ANother Managed IT Services reserve the right to substitute goods of one manufacturer for equipment of another providing they are substantially of the same fitness, quality and specification, notwithstanding that the equipment of one manufacturer only is quoted in the Agreement.
15 Governing Law
15.1 This Agreement shall be governed by and shall be construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
Schedule 1 – Terms of Business
(AS PER INDIVIDUAL CUSTOMER CONTRACTS)
Schedule 2 – Information Security Requirements
ACCESS TO SYSTEMS AND DATA

The Customer acknowledges and agrees that it shall be responsible for supervising and controlling the use of its ICT systems and infrastructure.

ANother Managed IT Services shall use reasonable endeavours to prevent any unauthorised access to, or use of, the ICT systems and infrastructure and, in the event of any such unauthorised access or use, promptly notify the Customer.

Without prejudice to ANother Managed IT Services’ general obligations with respect to personal data as data processor under clause 11, the Customer acknowledges and agrees that, as a network administrator, ANother Managed IT Services could access data (including personal data) contained within the Customer’s ICT systems. ANother Managed IT Services agrees that it shall only access such data as reasonably necessary to perform its Services but that it shall not otherwise access or open such data files for any other reason.

The Customer shall ensure that its employees, staff and contractors shall maintain and regularly change user passwords in relation to their access to and use of ICT systems and infrastructure.

The Customer acknowledges and agrees that it shall be responsible for ensuring that any passwords are changed in the event that it or its employees, staff or contractors divulge access passwords to ANother Managed IT Services or any other third party who is not authorised to access the relevant part of the ICT system.  ANother Managed IT Services shall use reasonable endeavours to promptly notify the Customer of any such unauthorised disclosure of access passwords to ANother Managed IT Services’ employees.