Definitions and Interpretation

The following are the standard terms and conditions under which SS Computer Services Ltd (“the Company”) sells computer hardware, licences computer software and supplies related services. These Terms and Conditions shall, unless otherwise expressly stated in writing, apply to the subject matter of any agreement in respect thereof.

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Supreme Systems “
SS Computer Services Ltd (company number: 6622216) whose registered office is at Suite C, Auqueous 3, Euro Innovation Centre, Aston Cross Business Park, 50 Rocky Lane, Aston, Birmingham, B6 5RQ

“Customer”
the person whose order for the Services is accepted by SS Computer Services Ltd – THE CLIENT

“Customer Data”
The current data stored upon the Customer’s system and relevant systems information and or archive data if applicable

“The Fee”
The Fee for the service is calculated on the total amount of storage capacity.

“The Order Form”
The original signed quote document outlining the services, data to be replicated and stored, frequency of replication and period data is stored for.

1. Services

1.1 The Company will supply software to the Customer for the purposes of compressing, encrypting and transmitting instances of Customer Data at intervals throughout the day and night.

1.2 The Company will store the Customer Data at a data centre. The volume of Company Data to be stored will be stated in the Order form

1.3 Backups / Snapshots will be made at the frequency stated in the Order form.

1.4 The Company will keep the Customer’s stored data for the period stated in the Order form.

2. Customer Responsibilities

2.1 The Customer agrees for the Company’s software to be installed upon the Customer’s equipment. The Company retains all rights in any such software, and on termination of this Agreement for whatever reason, the Company shall be entitled to remove such software.
2.2 The Customer will maintain an internet connection of adequate capacity to enable backup data to be transmitted to the Company. The data traffic required to maintain an up to date backup will consume bandwidth, and may have a detectable effect on the overall performance of your internet connectivity.

2.3 The Company will ensure the backup is functioning and snapshots for DR are collected as agreed. It is the Customer’s responsibility to confirm that all data the Customer wishes to be backed up is in fact captured.
2.4 The Customer confirms it owns and is permitted to transmit all data to the Company.
2.5 The Customer agrees not to backup any data which is obscene, illegal, defamatory or which breaches the rights of any third party and will indemnify the Company from any claims or costs arising out of breach of this clause.

3. Limitations

3.1 Our Backup & Disaster Recovery services is intended to be a reasonable precaution against data loss and to provide continuation after a loss of data or system failure (servers). The service is not insurance against data loss nor is it a substitute for such insurance.

3.2 The Company will make reasonable endeavours to ensure that a current backup is maintained of all Customer Data. It is not possible to guarantee that all data files will be fully up to date at all times. Access to and restoration of an effective backup depends on an up to date copy of the data being held on the Company’s servers. The backups are taken as periodic ‘snapshots’, and not continuous. Copying to backup can be delayed for a variety of reasons, e.g. a file may be locked by a user application whilst in use, and so not accessible to the Company’s backup software until the data file is closed by the user application, or there may be a third-party communications failure, which delays transmission of a backup to the Company’s server. Data files that are in use at the time of data loss will not be backed up.

3.3 So far as is reasonably practicable, backups will continue to be taken and available on a 24 hour 7-day basis, it is however

technically impossible to provide fault-free service, and the service is provided ‘as is’ and without warranties of any kind, express or implied (other than warranties not capable of exclusion). Whilst the Company will use reasonable efforts to ensure that service is maintained at all times, to keep unavoidable interruptions to a minimum, and to give notice of anticipated interruptions, but it is inevitable that there may be times when the service or some aspects of it are not available.

3.4 Backups capture the Customer Data at the time the backup is taken. A continuous record of the Customer’s files will not be retained and only the files extant at the time of the backup are capable of being reinstated.

3.5 Our obligations are limited to using reasonable endeavours to maintain an adequate recent backup, and to providing prompt access to such backup data as is available.

4. Access to Backed-up data / Revoking DR

4.1 Upon request from the Customer for Customer Data, the Company will either;

(a) Provide access to Customer Data, which is included within the Fee

(b) Provide a temporary replacement server, which is included within the Fee for 14 days after which there is a daily fee payable to cover the cost to hire the server of £50 plus VAT.

4.2 You can invoke the DR service by calling Supreme Systems on 0121 309 0060 or email helpdesk@www.supremesystems.co.uk

5. Disaster Recovery Plan

There is an obligation on both the Company and the Customer to agree a Disaster Recovery Plan (DRP). A separate DRP is needed for each of the Customer sites that require disaster recovery protection.

6. Testing
6.1 It is a requirement of the Disaster Recovery Service that the Customer requests for the Company to carry out a test of the DRP on an annual basis. If the Customer fails to request for the Company to carry out such a test, the Company cannot be held liable for failure to meet the target times set out in the SLA. Testing will be undertaken during Normal Working Hours. Additional charges will apply if testing outside of Normal Working Hours.

7. Fees

Disaster Recovery

Offsite Backup

8. Payment
8.1. All charges payable by the Customer for the Services shall be in accordance with the scale of charges and rates published from time to time by Us on our web site, errors and omissions accepted and shall be due and payable in advance of provision of the Services.

8.2. Payment is due in advance at the start of each month.

8.3. A late fee of one and one-half per cent (1.5%) may be charged on any balance more than thirty (30) days past due.

8.4. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, We shall be entitled but not obliged forthwith to suspend the provision of Services to the Customer.

9. Renewal, Termination And Refunds

9.1. We shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to the Customer If the Customer:

9.1.1. fail to pay any sums due to Us as they fall due.

9.1.2. break any of these terms and conditions.

9.1.3. are a company and the Customer go into liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with the Customer creditors.

9.2. Our employees have every right and expectation to work in an atmosphere free of abuse, intimidation and harassment from our clients. Therefore, abuse towards our staff in the form of verbal or written abuse (including abuse via email, ticket system or LiveChat) or anything else that we deem to be offensive may result in cancellation of the Customer’s account with immediate effect and without compensation or refund for lost periods of service.

9.3. No refunds will be made under any circumstances for Services suspended in accordance with 9.1 and 9.2.

9.4. Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:

9.4.1. Notified or unscheduled upgrade or maintenance of Our IT systems.

9.4.2. Issue by any competent authority of an order which is binding on Us which affects the Services.

9.4.3. We deem at our sole discretion that the network or system resources used by the Customer in relation to the Services warrants suspension to protect the services provided by Us to all or any of Our other customers.

9.5 In the event that the Customer wishes to terminate this agreement after the initial contract period, a written notice of intent to terminate must be delivered by the Customer to SS Computer Services Ltd 30 days prior to the contract end date.

9.6 The agreement will be automatically renewed if a written notice of intent to terminate is not received as stipulated in clause 9.5 above.

9.7. On termination of this Agreement or suspension of the Services We shall be entitled immediately to stop access to The Customer Server and to remove all data located on the Server.

10. Indemnity

10.1. The Customer shall indemnify Us and keep Us indemnified and hold Us harmless from and against any breach by
the Customer of these terms of business and any claim brought against Us by a third party resulting from the provision of Services by Us to the Customer and the Customer’s use of the Services (including use without the Customer’s consent) including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Us in consequences of the Customer’s breach or non-observance of any of the terms of this Agreement.

11. Limitation of Liability

11.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including,

without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent applicable under UK law, subject always to sub clause

11.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

11.3. Our total aggregate liability to the Customer for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the total charges due by the Customer in respect of the Services which are the subject of any such claim.

11.4. In any event no claim shall be brought unless the Customer have notified Us of the claim within one month of it arising.

11.5. In no event shall We be liable to The Customer for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

12. Force Majeure

12.1. We shall have no liability to You in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure which means, circumstances beyond our reasonable control including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, unauthorised use or access to the IT systems, explosion, flood, epidemic, strikes and other industrial disputes (in each case, whether or not relating to Our workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions.

13. Headings

13.1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

14. Entire Agreement

14.1. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between Us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between Us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, the Customer confirms that they have not relied on any representation other than those expressly stated in these terms and conditions and the Customer agree that the Customer shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.