Definitions and Interpretation

The following are the standard terms and conditions under which SS Computer Services Ltd (“the Company”) provides it’s IT Support and IT Outsourcing Services.

Definitions and Interpretation

“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

“Agreement”
the agreement for the provision of the Services by SS Computer Services Ltd to THE CLIENT formed when a Service Level Agreement is agreed between the parties.

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

“Default” any act, statement, omission or negligence on the part of SS Computer Services Ltd in connection with the Services in respect of which SS Computer Services Ltd is legally liable to THE CLIENT, whether in Agreement, tort (including negligence) or otherwise. A number of Defaults that together result in or contribute to substantially the same loss or damage shall be treated as one Default occurring on the date of the last Default.

“In writing”
includes communications via e-mail.

“Service Level Agreement”
the work set out in the Service Level Agreement (above), which has been agreed by SS Computer Services Ltd and THE CLIENT.

“Services”
the technical consultancy services to be provided by SS Computer Services Ltd to THE CLIENT for implementing the Service Level Agreement as set out in Term 2.

“Services Price”
the sum(s) set out in the Service Level Agreement to be paid by THE CLIENT to SS Computer Services Ltd for the Services.

“Terms”
the standard terms for sale set out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between THE CLIENT and SS Computer Services Ltd in accordance with Term 1.

1. Basis of the provision of Services

1.1          SS Computer Services Ltd shall provide the Services necessary to implement the Service Level Agreement and THE CLIENT shall pay to SS Computer Services Ltd the Services Price in accordance with the SLA.

1.2          The provision of the Services is subject to these Terms including any special terms agreed between the parties and set out in the Service Level Agreement, which shall govern the Agreement to the exclusion of any other terms and conditions to which the provision of Services is made or purposed to be made subject.

2. The Services

2.1          The Services consist of:

(a)           implementing the Service Level Agreement;

(b)           performing such other duties in relation to the implementation of the Service Level Agreement as may be agreed between THE CLIENT and SS Computer Services Ltd in writing from time to time.

2.2          SS Computer Services Ltd may substitute or deputise the Services of SS Computer Services Ltd without the prior written agreement of  THE CLIENT – such action will not affect the service provided to THE CLIENT and the service provided will be on the same terms as this agreement.

3. Provision of the Services

3.1         SS Computer Services Ltd’s method of work is it’s own. This encompasses Accounts (including Procurement and Invoicing), Helpdesk, Service Delivery and Account Management. Supreme Systems will endeavour to comply with the reasonable requests of THE CLIENT in relation to the Services.

3.2          SS Computer Services Ltd shall provide the Services in a timely and professional manner to the standards generally observed in the industry for similar services and with reasonable skill and care. All other warranties, conditions and other terms whether implied by common law, statute or otherwise are excluded relating to the performance of the Services to the maximum extent permitted by law.

4. Payment Terms

4.1          SS Computer Services Ltd shall tender regular, itemised invoices to THE CLIENT in respect of the Services in accordance with the payment profile in the Service Level Agreement and shall show any Value Added Tax separately on such invoices.  THE CLIENT shall not account to SS Computer Services Ltd for any charges save on receipt of such invoice. Each invoice shall be accompanied by a statement specifying the time spent by the SS Computer Services Ltd Consultant(s) in providing the Services during the period covered by the invoice.

4.2          All charges payable by THE CLIENT shall, subject as aforesaid, be paid by return after the receipt by THE CLIENT of SS Computer Services Ltd’s invoice. All payment shall be made by THE CLIENT in full without any set-off or deduction whatever.

4.3          Late payment (over 30 days) shall entitle SS Computer Services Ltd, without prejudice to any other right or remedy available to SS Computer Services Ltd, to:

(a)           cancel the Agreement or suspend further provision of Services to THE CLIENT; and

(b)           charge THE CLIENT interest (both before and after judgment) on the amount unpaid at the rate of six per cent above the base rate from time to time of the Bank of England (such interest being deemed to accrue from day to day and being compounded on the last day of every calendar month) until payment is made.

5. Location

The SS Computer Services Ltd Consultant(s) shall perform the Services from such location as stated in the Service Level Agreement or as THE CLIENT and SS Computer Services Ltd may from time to time agree in writing.  THE CLIENT agrees to provide reasonable access to work sites during normal working hours and to provide adequate working space and other reasonable facilities as may be necessary for the completion of the Services.

6. Termination & Automatic Renewal of Agreement

6.1          Either party shall be entitled to terminate any Agreement immediately by notice in writing to the other party if the other party shall commit any material breach of any of its obligations hereunder (in the case of a breach by SS Computer Services Ltd capable of being remedied) shall have failed (within thirty days after the receipt of a written request from THE CLIENT to do so), to remedy the breach. Termination shall be without prejudice to any rights in respect of antecedent breach or non-observance or non-performance of these Terms. There will be an opportunity on a quarterly basis to make adjustments to this SLA.  THE CLIENT and SS Computer Services Ltd should work together to make changes at that time.

6.2          In the event that THE CLIENT wishes to terminate this agreement at the end of the contract period a written notice of intent to terminate must be delivered by THE CLIENT to SS Computer Services Ltd 30 days prior to the contract end date.

6.3          The agreement will be automatically renewed if a written notice of intent to terminate  is not received as stipulated  in clause 6.2 above.

7. Payment Terms

7.1           SS Computer Services Ltd shall tender regular, itemised invoices to THE CLIENT in respect of the Services in accordance with the payment profile in the Service Level Agreement and shall show any Value Added Tax separately on such invoices.  THE CLIENT shall not account to SS Computer Services Ltd for any charges save on receipt of such invoice. Each invoice shall be accompanied by a statement specifying the time spent by the SS Computer Services Ltd Consultant(s) in providing the Services during the period covered by the invoice

7.2           All charges payable by THE CLIENT shall, subject as aforesaid, be paid by return after the receipt by THE CLIENT of SS Computer Services Ltd’s invoice. All payment shall be made by THE CLIENT in full without any set-off or deduction whatever.

7.3           Late payment (over 30 days) shall entitle SS Computer Services Ltd, without prejudice to any other right or remedy available to SS Computer Services Ltd, to:

(a)           cancel the Agreement or suspend further provision of Services to THE CLIENT; and

(b)           charge THE CLIENT interest (both before and after judgment) on the amount unpaid at the rate of six per cent above the base rate from time to time of the Bank of England (such interest being deemed to accrue from day to day and being compounded on the last day of every calendar month) until payment is made.

8. Confidentiality

Neither party shall save where required for the performance of the Services permit its employees, agents and sub-contractors at any time during or after the provision of the Services to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party other than to persons who have signed a confidentiality undertaking in a form approved by SS Computer Services Ltd and THE CLIENT.  Confidential information does not include information in the public domain, or information already in the receiving party’s possession.

When accessing THE CLIENT ’s systems, SS Computer Services Ltd, or its agents or assignees will not access or make copies of any and all data held by THE CLIENT on its client’s or business practices.

9. Assignment

SS Computer Services Ltd may at its option assign or sub-contract its obligations under these Terms upon reasonable written notice to THE CLIENT. SS Computer Services Ltd is responsible for the selection of and for the performance of all works by all its subcontractors

10.Liability

SS Computer Services Ltd shall not be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances over which SS Computer Services Ltd has no control and under such conditions SS Computer Services Ltd shall be entitled to a reasonable extension of time for the performance of such obligations. Without prejudice to the generality of the foregoing, the following shall be regarded as circumstances beyond SS Computer Services Ltd’s reasonable control:

(a)           Act of God, explosion, flood, tempest, fire or accident;

(b)           strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of SS Computer                 Services Ltd or third parties);

(c)           war or threat of war, sabotage, insurrection, civil disturbance or requisition;

(d)           import or export regulations or embargos;

(e)           difficulties in obtaining raw materials, labour, fuel, parts, supplies or machinery;

(f)           power failure or breakdown in machinery.

10.2        Except in the case of personal injury or death caused by negligence, the liability of SS Computer Services Ltd hereunder in respect of any Default shall not exceed the lower of the value of the relevant Agreement and £5m.

10.3        SS Computer Services Ltd shall not be liable to THE CLIENT for any of the following types of loss (whether claimed in Agreement, tort – including negligence – or any other cause of action): loss of profits, loss of anticipated savings, loss of business and loss of opportunity.

10.4        SS Computer Services Ltd shall maintain in force employers liability insurance and public liability insurance with a limit of indemnity of not less than £10m for any one incident.

11. General

11.1        To the extent that any provision of these Terms is found by any court of competent authority to be void, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be part of these Terms, it shall not affect the enforceability of the remainder of these Terms not shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.

11.2        No servant or agent of either party has any authority to make any representation or to agree to any variation or waiver, warranty, representation or addition unless it is expressed in writing and signed on behalf of that party by a director of that party.

11.3        The headings of these Terms are for convenience only and shall not affect their interpretation.

11.4        No single or partial exercise or failure or delay in exercising any right, power or remedy by either party shall constitute a waiver by that party of, or impair or preclude any further exercise of that or any right, power, or remedy arising under a Agreement or otherwise.

11.5        Either party may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or right granted to it under any Agreement by the other party without in any way prejudicing or affecting its rights in respect of any other liability or right so released, compounded, compromised, waived or postponed.

12. Law

These Terms shall be governed by and construed in accordance with English laws and each party irrevocably submits for all purposes in connection with these Terms to the exclusive jurisdiction of the courts of England.

13. Non solicitation

THE CLIENT shall not for a period of 12 months after the completion of the Services directly or indirectly canvas, solicit or approach any person or persons employed by SS Computer Services Ltd.

If THE CLIENT shall be in breach of the foregoing obligation THE CLIENT shall pay to SS Computer Services Ltd an amount equal to 100% of the annual remuneration package paid to such employee at the time of the occurrence of the breach. (Such amount being a genuine pre-estimate of the loss which SS Computer Services Ltd will suffer on account of a breach of this clause by THE CLIENT).

14. Exclusion of third party rights

Unless expressly provided for in these Conditions, no Term is enforceable pursuant to the Agreements (Rights of Third Parties) Act 1999 by any person who is not a party to them.

By signing the Managed Services Agreement above, you indicate that you accept these terms of use and you agree to be bound by them.