Terms and Conditions Contract of Service – IT Hardware & Software Support

Glemnet Ltd  

Terms and Conditions Contract of Service – IT Hardware & Software Support                          

  1. Definitions                        

In these conditions (unless the context otherwise requires):

We”, “Us” “Our” means “Glemnet Ltd”, Unit 1, 2 Thayers Farm Road, Beckenham, Kent. BR3 4LZ and its successors in title and assigns from time to time;

“You”, “Your” The Customer named on the contract of service at whose request “We” agree to provide the service under this contract and by whom the charges are payable;

“End User” and “Customer” means the person or company identified as such in the contract of service;

“Agreement” means a contract between the parties incorporating these terms and conditions, and any amendments to that contract from time to time;

 “Business Day” means any weekday other than a bank or public holiday in England;

“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

“Contract” means the contract between you and us for the services set out in the “Contract of Service” and incorporating the terms and conditions set out herein;

“Service Provider”, “Supplier” means “Glemnet Ltd”;

“the Services” means any services to be supplied by Us to the Customer or has an obligation to provide to the Customer, under these Terms and Conditions;

 “Commencement Date” means the date upon which the contract shall come into force on and with effect from the date the services commenced and were accepted by Glemnet Ltd;

“Site” or “Installation Site” means a place at which Glemnet agrees to provide the Service;

“Equipment” shall mean the items of “Equipment” set out in the “Contract of Service – Appendix 1”;

“Maintenance Service” means the inspection and maintenance of “Equipment” together with the carrying out of any repairs and the supply and fitting of necessary replacement parts by engineers of “Glemnet” or its authorised agents at the “Installation Site/s” in order to keep the “Equipment” in good working order.

 “Data Protection Legislation”

(i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU)2016/679) and any national implementing laws, regulations and secondary legislation, as amended or up dated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Words in the singular shall include the plural and vice versa, references to any gender shall include the other and reference to legal persons shall include natural persons and vice versa.

1.1   The headings in these conditions are intended for reference only and shall not affect their construction.

  1. General    

2.1   These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by you to us and the provisions to these conditions shall prevail, unless expressly varied in writing and signed by a director on our behalf. Where we specifically agree terms with you in writing those terms shall prevail over any conflicting terms in these conditions.

2.2   Any concession made or latitude allowed by us to you shall not affect our strict rights under the Contract.

2.3   If in any particular case any of these conditions shall be or be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

  1. Acceptance of Agreement

We will only be bound by this “Contract” when it has been signed by “You” and accepted by, and signed by, one of “Our” authorised representatives. We are under no obligation to provide “You” with a copy of this Contract when signed by “Us”.

4            Length of the Contract

4.1 This Contract shall commence for each individual service on the date of connection, of each service, to the network.

4.2   The Contract shall come into force on and with effect from the date of acceptance by us stated on the contract (“Commencement Date”) subject to the provisions of this Agreement.  The minimum period of the contract is as per the term stated in the minimum period section of the contract of service.  The contract will continue after its minimum period for a further 12 months, unless and until terminated by either party hereto giving at least three months’ notice in writing by Recorded Delivery post to the other, expiring at the end of the original minimum period or on any subsequent 12-month anniversary thereafter.

4.3   If any services are requested by the customer to be added to the Customer’s account following the signature of this contract or rate changes or tariff changes made the entire contract will automatically renew for a further 12 months or any other agreed term as stated in the Minimum Contract Term (in months) on the Contract of Service.

5            Maintenance Service

5.1 Payment of the annual charge shall entitle the “End User” to “Glemnet” “Maintenance Service” on the “Equipment” during the period of the contract.

5.2 “Maintenance Service” does not include

i. changes or alterations of the “Equipment” function

ii. commissioning or installation of new “Equipment”, options or attachments (other than replacements) or the physical relocation of the “Equipment”

iii. supplies, accessories, removable magnetic media, batteries, printheads, C.R.T, display devices, fuser units for laser printers or any other item deemed to be consumable or to have an expected operating life.
iv. repairs or damage arising from:
(a) transportation or relocation of the “Equipment” not performed by “Glemnet”, its agents or sub-contractors.
(b) Failure of electrical power, air conditioning or humidity controls.
(c) Magnetic media failure.
(d) Operator wilful default.
v. “Equipment” outside the design specification or without documentation or manuals supplied with the “Equipment”.
vi. cleaning, repainting, refinishing or touching up; specification changes, relocation of the “Equipment”.
vii. Software maintenance except to the extent otherwise stated in the agreement
viii. Repair of any malfunction due to radiation in the environment of the “Equipment”
ix. Diagnosis and/or rectification of problems caused by apparatus other than the “Equipment”
x. Diagnosis and/or rectification of problems arising from an operation environment for which the “Equipment” was not designed.
xi. Reconditioning of “Equipment” if the items are aged five years or more or when the cost of such work would render the “Equipment” “Beyond Economical Repair”., where “Beyond Economical Repair” means that the cost of repairing the “Equipment” would be greater than the then current market value of the “Equipment”.
xii. Rectification of “Equipment” for which spares are not available from the manufacture or its agents.

5.3 “Glemnet” will submit an estimate of its charges in respect of the above and may carry out such work at the “Customers” expense if so authorised by the “Customer” in writing.

5.4 If the “Customer” does not authorise the replacement, repair or reconditioning of any item of “Equipment” as referred to in 5.3 hereof within 30 days of the date of submission of “Glemnet” estimate for the same, “Glemnet” shall be entitled by written notices given at any time thereafter to the “Customer”, to exclude such items from the benefits of this agreement and shall thereupon make a reasonable reduction in the annual maintenance charge thereafter payable accordingly.

5.5 When replacement parts are fitted, the parts removed shall became the property of “Glemnet”. The property in any replacement of additional part or parts fitted or supplied by “Glemnet” shall pass to the “End User”.

6            Maintenance Requirements

6.1 During the terms of this agreement, the “Customer” shall:

i. Permit and provide for “Glemnet” and its authorised agents full and free access to the “Equipment” at all times during the length of the agreement, such access to include, where possible, the provision of suitable vehicle parking facilities free of any legal restrictions and reasonably close to the “Equipment”;

ii. Neither perform or cause, suffer to permit to be performed any maintenance adjustments or repairs to the “Equipment” by persons other than “Glemnet” or its authorised agents.

iii. Notify “Glemnet” promptly after discovery that the “Equipment” is not operating correctly.

iv. Use the “Equipment” in a careful and proper manner in accordance with the manufacturer’s operation instructions or manuals.

v. Ensure that only such software and operating supplies as recommended by the manufacturer’s are used on the “Equipment”.

vi. Maintain in good order the “Installation Site”, the accommodation of the “Equipment”, cables and fittings associated herewith and the electrical supply thereto.

vii. Make freely available to “Glemnet” all documentation, media and software in its possession necessary for the efficient maintenance of the “Equipment”

viii. Ensure that no additional attachments, feature or devices are employed or used with the “Equipment” and that no movement outside the “Installation Site”, change or alteration is made to the “Equipment” without the prior consent of “Glemnet” which shall not be unreasonable withheld.

7            Access and Site Regulations    

7.1 To enable Glemnet Ltd to carry out its obligations under this Contract, the Customer will use its reasonable endeavours to make arrangements with the site to provide Glemnet and anyone acting on Glemnet’s behalf, who produces a valid identity card, with access to any Site and any other premises outside Glemnet control, at all reasonable times. Glemnet will normally only require access during “Business Hours” but may, on reasonable notice, require the Customer to provide or make arrangements with the end user to provide access at other times. Any work carried out of hours must be agreed in advance and is subject to an additional charge.

7.2 Glemnet employees and anyone acting on Glemnet’s behalf will observe the End User’s reasonable Site regulations. In the event of any conflict between the Site regulations and these Conditions, these Conditions will prevail.

7.3 The End User will provide a suitable and safe working environment for Glemnet employees and anyone acting on Glemnet’s behalf.

7.4 If you request maintenance or repair work which is found to be unnecessary or caused by end user error and or damage, you may be charged for the work and the costs incurred.

7.4.1 If the work is urgently required to restore service work may be carried out without prior notification of additional charges.

7.4.2 We will, where possible, give notice that work is considered unnecessary prior to completion or raising charges.

  1. Suspension of Service by Us    

8.1   We may at our sole discretion upon giving you written notice elect to suspend forthwith provision of the Services until further notice without compensation on notifying you either orally (confirming such notification in writing) or in writing in the event that:

(a) We are entitled to terminate this agreement or

(b) We are obliged to comply with an order, instruction or request of the UK Government, an emergency services organisation, the provision of communications services or the establishment of networks or any information provided across them or other competent administrative authority.

8.2 Where any suspension of the Services is implemented as a consequence of your breach, fault or omission (but not otherwise), you shall reimburse us for all costs and expenses incurred by our implementation of such suspension and/or the recommencement of the provision of the Services as appropriate.

If we exercise our right to suspend the services this shall not restrict our right to terminate the Contract.

9            Charges and Payment    

9.1 Unless otherwise agreed in advance and in writing, you agree to pay for the Services by direct debit within fourteen days of the date of our invoice, such invoice to be rendered once in each calendar month during the continuance of the Contract.

9.2 You shall pay the price for the Services as set out in our proposal. We shall be entitled to decrease our prices at any time, such decrease to apply to all Services provided after the date of the decrease and to be reflected in our next invoice. We shall be entitled to increase our charges at any time and shall give you 30 days’ notice of any such increase, such increase shall take effect after the expiry of such notice. Upon notification of any such increase you shall be entitled to cancel the Contract immediately by giving to us notice in writing within 30 days of the date of our notice of the increase in the charges.

9.3 We shall prepare and send invoices by email for charges each calendar month

9.4 The time of payment shall be of the essence of the Contract.

9.5 Without prejudice to any other rights it may have, we are entitled (both before and after any judgement) to charge daily interest on amounts outstanding 14 days after the date of our invoice until payment in full is received, at a rate equal to 2 per cent per annum above the National Westminster Bank plc base lending rate as current from time to time. Interest shall continue to accrue notwithstanding termination of the Contract.

9.6 All sums referred to in the Contract are stated exclusive of Value Added Tax and any other taxes of a similar nature which may from time to time be introduced which shall (if applicable) to be charged by us and payable by you in the same manner as the usage charges.

9.7 The price for the Service shall be due in full to us in accordance with the terms of the Contract and you shall not be entitled to exercise any set-off, lien or any other similar right or claim.

10          Termination of the Contract    

10.1 Notwithstanding any other provision of these conditions, either we or you (without prejudice to its other rights) may terminate the Contract with immediate effect by giving notice in writing to the other, in the event that:

(a) The other is in breach of any provision of the Contract and (where such breach is remediable) fails to remedy that breach within 14 days of a written notice from the non-defaulting party specifying the breach;

(b)   The other is subject to bankruptcy or insolvency proceedings which shall mean bankruptcy becoming insolvent, making any composition or arrangement with creditors or an assignment of their benefit, any execution, distress or seizure;

(c)   The Hire Agreement terminates for any reason.

10.2 Notwithstanding any other provision express or implied in these conditions, we (without prejudice to our other rights) may terminate the Contract with immediate effect in the event that:

(a) any licence under which you have the right to run your telecommunication system and connect it to our system is revoked, amended or otherwise ceases to be valid; or

(b) you fail to make any payment when it became due to us.

10.3 On termination of the Contract for any reason you must pay us any outstanding charges of the Services up to the date of termination or transfer of the Services.

  1. Matters beyond Reasonable Control    

11.1 Neither we nor you shall be liable to the other for any loss or damage which may be suffered by the other due to any cause beyond its reasonable control including without limitation any act of god, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire strike, lock-out, trade dispute or labour disturbance, any act or omission of Government, highways authorities, other public communication operators or other competent authority, production or supply of service by third parties.

11.2 No liability for loss of profits and data

11.3 We shall not be liable for any costs, claims, damages or expenses arising out of our negligence or our breach of contract or statutory duty calculated by reference to your loss of profits or income or productions or by reference to the accrual of any such costs, claims, damages or expenses on a time basis.

11.4 We shall not be liable for any costs, claims, damages or expenses arising as a result of our negligence or for our breach of contract or statutory duty calculated by reference to any loss of anticipated savings or profits whatsoever or for the corruption or destruction of data.

12          Representations    

12.1 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of our agents or employees shall be construed to enlarge, vary or override in any way any of these conditions.

13          Data Protection

13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

13.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Glemnet is the data processor. Schedule 1 sets out the scope, nature and purpose of processing by Glemnet, the duration of the processing and the types of personal data.

13.3 Without prejudice to the generality of clause 13.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Glemnet for the duration and purposes of this agreement.

13.4 Without prejudice to the generality of clause 13.1, Glemnet shall, in relation to any Personal Data processed in connection with the performance by Glemnet of its obligations under this agreement:

(a) process that Personal Data only on the written instructions of the Customer unless Glemnet is required by Data Protection Laws or any other applicable law to which Glemnet is subject; in such a case, Glemnet shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Glemnet from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected,  having regard  to  the state of technological development and the cost  of  implementing  any  measures  (those measures  may  include,  where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it );

(c) ensure that all personnel who have access to and/ or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or Glemnet has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) Glemnet complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Glemnet complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.

15.5 The Customer consents to Glemnet appointing a third-party processor of Personal Data under this agreement. The Provider confirms that it will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 15.

15.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

14          Limitation of Liability

14.1 Glemnet Ltd is not liable in contract, tort (including negligence) or otherwise for indirect loss of profits, business or anticipated savings, nor for any other indirect loss or damage or for any destruction of data.

14.2 Each provision of this Contract, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

14.3 Our aggregate liability (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused shall be limited to an in no circumstances shall exceed a sum equal to one month’s billing for the Services by us to you based on the average billing for the Services by us to you over the previous 3 months or since the commencement of the Contract if the contract commenced within 3 months of the date of the claim concerned.

14.4 Nothing in these conditions shall impose any liability upon us in respect of any non-performance or Services which are not performed in accordance with Contract arising out of your own acts, omissions, negligence or default.

15          Confidentiality

15.1 Neither we nor you shall whilst the Contract is in force or thereafter disclose any of the other’s confidential information nor any details of the other’s commercial or technical activities or policy except insofar as is strictly necessary for fulfilling its obligations hereunder and except for any disclosure required by statue or law and save for information which is or subsequently enters the public domain.

16          Assignment and sub-contracting

16.1 We may assign the Contract with you or sub contract the whole or any part of the performance of the Services to any person, firm or company without your prior written consent. Any Personal Data passed to the sub-contractor will be subject to the provisions of clause 13.

16.2 You shall not assign or delegate or otherwise deal with all or any of its rights or obligations under the Contract without our prior written consent.

17          Entire Agreement    

17.1 This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

17.2 The parties acknowledge and agree that:

(a) the parties have not been induced to enter into this Contract by any representation, warranty or other assurance not expressly incorporated into it;

(b) in connection with this Contract the party’s only rights and remedies in relation to any representation, warranty or other assurance are for breach of this Contract and that all other rights and remedies are excluded.

17.3 The provisions of paragraphs 17.1 and 17.2 shall not affect the parties rights or remedies in relation to any fraud or fraudulent misrepresentation.

17.4 A person who is not party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

18          Notices

Notices given under this Contract must be in writing and may be delivered by hand, or first-class post to the following addresses:

GlemNet Ltd to the address given on the front of this contract or the address on the invoice which is sent to the customer.

19          Severability                            

If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Contract will continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision omitted. This Contract is governed by the law of England and Wales.

Schedule 1: Fair Processing Notice

Scope

This notice applies to all data subjects whose data is processed by Glemnet Ltd.

Glemnet Ltd of Unit 1, 2 Thayers Farm Road, Beckenham, Kent, BR3 4LZ is the Data Processor. Telephone number: 0208 639 0230 Email: info@glemnet.com

Responsibilities

The Data Protection Officer (“DPO”) is responsible for ensuring that all potential data subjects have sight of this notice prior to the collection and/or processing of their personal data by Glemnet Ltd.

All employees of Glemnet Ltd who interact with data subjects are also required to ensure that this notice is brought to the attention of all data subjects, securing their consent for the processing of their personal data.

Fair Processing Notice

Glemnet Ltd will use the personal data collected from you for the following purposes:

To fulfil our obligations under the contract of service including but not limited to providing support on products and sending monthly bills.

Perform day to day management of the account.

Assess and report on the credit-worthiness of customers or potential customers.

Receive, manage and resolve general queries, quotes requests and complaints.

To provide updates on existing and new products and services.

Updates on Glemnet Ltd corporate profile.

Providing information on relevant legislation and the possible impact on your business.

Information to assist in the prevention and detection of fraud.

For marketing use, whether currently or in the future.

You hereby confirm that you are consenting to Glemnet Ltd’s use of your personal data for the aforementioned purposes(s) and are granting Glemnet Ltd permission to carry out those actions and/activities.

You may withdraw your consent at any time by reading our Right to Withdraw Consent Procedure 92017-I and then by emailing info@glemnet.com.

What is Personal Data?

The EU’s General Data Protection Regulation (“GDPR”) defines “personal data” as:

“any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person”.

The GDPR classifies certain data as belonging to “special categories”, as follows:

Racial origin;

Ethnic origin;

Political opinions;

Religious beliefs;

Membership to a trade-union;

Genetic data;

Biometric data;

Health data;

Data concerning a natural person’s sex life;

Sexual orientation; and

Other.

The GDPR requires that consent is provided by the data subject for all types of personal data, including those pertaining to the special categories set out above and otherwise. Consent must be explicitly provided.

When Glemnet Ltd requests sensitive data from data subjects, it is required to confirm why the information is required and how it will be used.

Why does Glemnet Ltd need to collect and store personal data?

Glemnet Ltd is committed to ensuring that all personal information collected and processed is appropriate for the stated purpose(s) and shall not constitute an invasion of your privacy. We may share your personal data with third party service providers who are contracted by us and we shall ensure that they will hold your personal data securely and shall use it only in order to fulfil the service for which they are contracted. When there is no longer a service need, or the contract comes to an end, the third party will dispose of all personal data according to our procedures. We will never share your personal data with third parties until we have received your consent, unless we are required do so by law.

How Glemnet Ltd uses your information

Glemnet Ltd will process your data (i.e. collect, store and use) according to the requirements of the GDPR at all times and shall endeavour to keep your personal data up-to-date, ensuring its accuracy and will not keep it for longer than it is required. In some situations, there are set legal requirements for the length of time that Glemnet Ltd will retain your personal data but usually Glemnet Ltd will use its discretion, ensuring that personal data is not kept outside of our usual business requirements.

We shall never be intrusive or invasive of your personal privacy and shall not ask you to provide data that is irrelevant or unnecessary and we will enact strict measures and processes to ensure that the risk of unauthorised access or disclosure of your personal data is minimised as much as possible.

We will only use your personal data for the following purposes:

To fulfil our obligations under the contract of service including but not limited to providing support on products and sending monthly bills.

Perform day to day management of the account.

Assess and report on the credit-worthiness of customers or potential customers;

Receive, manage and resolve requests, queries, complaints and claims. To provide updates on existing and new products and services.

Updates on Glemnet Ltd corporate profile.

Providing information on relevant legislation and the possible impact on your business.

Information to assist in the prevention and detection of fraud.

For marketing use, whether currently or in the future.

 

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