1.1. These terms shall apply to all orders for Goods and Services accepted by RAPID IT SUPPORT LIMITED and supersede any previous terms.
1.2. Acceptance by RAPID IT SUPPORT LIMITED of any order for Goods or Services is conditional upon acceptance by the Client of these terms, which shall override all other terms, whether express, implied or otherwise, and including (but not limited to) terms, conditions or stipulations contained in any purchase order or other writing from the Client or otherwise stipulated by the Client, and which are at variance with or additional to these terms.
1.3. No other terms and no subsequent variation shall be binding unless specifically accepted in writing.
1.4. RAPID IT SUPPORT LIMITED shall not be bound by the placing of an order until and unless RAPID IT SUPPORT LIMITED has issued an Order Acceptance, or until delivery of any hardware or software, or until performance of any services has commenced (whichever happens first).
1.5. RAPID IT SUPPORT LIMITED and the Client mutually acknowledge that, in entering into any contract under these Terms, they do not do so on the basis of or relying on any representation, warranty or other provision except as expressly provided in these Terms or in any Order Acceptance, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law, including representations and warranties as to the quality or fitness of Goods for any particular purpose. Any liability or remedy for innocent or negligent misrepresentation is expressly excluded.
2.1. RAPID IT SUPPORT LIMITED will provide such services as may be agreed (‘the Services’), so far as is reasonably practicable within any agreed timescale, and with all proper skill and care and in accordance with any relevant accepted standards, methodologies, and guidelines. RAPID IT SUPPORT LIMITED's method of work (including devising appropriate working strategies) will be RAPID IT SUPPORT LIMITED's own.
2.2. RAPID IT SUPPORT LIMITED and its Consultants are professionals who will use their own initiative as to the manner in which the Services are delivered. RAPID IT SUPPORT LIMITED will at all times take due consideration of the Client's objectives, requirements and constraints and endeavour, where reasonably possible, and using all of its skill and judgement, to undertake the Services in such a way as to not detrimentally affect those objectives, requirements, constraints and endeavours. RAPID IT SUPPORT LIMITED will determine the time and place at which it will carry out the Services, and neither it nor any Consultant engaged in performing the Services will be subject to control by the Client as to the nature, place, time or manner in which its services are to be provided. RAPID IT SUPPORT LIMITED reserves the right to decide which personnel to deploy in providing the Services, and to make changes from time to time; RAPID IT SUPPORT LIMITED does not make a commitment that the Services will be performed by any particular individual(s).
2.3. Where any Services are to be performed on the Client’s premises, the Client will afford to RAPID IT SUPPORT LIMITED such access to the Client’s premises, facilities, documents, and systems, and such cooperation of the Client’s staff as may in RAPID IT SUPPORT LIMITED's opinion be reasonably necessary, and will ensure RAPID IT SUPPORT LIMITED's personnel have immediate access to any relevant Health and Safety policies, with which RAPID IT SUPPORT LIMITED will make every reasonable effort to comply.
2.4. Where any Services are to be performed on RAPID IT SUPPORT LIMITED’s premises, RAPID IT SUPPORT LIMITED will provide for the use of its own staff engaged in performing Services such equipment as may reasonably be required for performing the Services, including (where necessary) adequate computer and voice- and data-communications equipment (save that the Client shall provide any necessary specialist equipment); the Client will provide all necessary access to the Client’s computer network at the appropriate level, including facilities for remote access where necessary.
2.5. The Client will nominate a representative having adequate knowledge of the project as the prime point of day to day contact for RAPID IT SUPPORT LIMITED with the Client, and whom RAPID IT SUPPORT LIMITED may accept as having authority to bind the Client on minor matters relating to any contract made under these terms; the Client may change its nominated representative at any time by written notice to RAPID IT SUPPORT LIMITED.
2.6. Where any estimate of charges is given (whether for Services to be provided on a Fixed Price, or a Time and Materials basis), such estimate is provided by RAPID IT SUPPORT LIMITED in good faith based on information provided by the Client. RAPID IT SUPPORT LIMITED reserves the right to adjust the estimate if the Client has failed to disclose or has misstated any information on which RAPID IT SUPPORT LIMITED has relied in estimating its charges in any material particular.
2.7. Where it is agreed that the Services will be provided on a ‘Time and Materials’ basis, RAPID IT SUPPORT LIMITED will keep accurate records of times spent and reimbursable expenses incurred; will produce them to the Client for inspection on request; and will ensure that all invoices are accompanied by a summary of all such times and expenses.
2.8. Where it is agreed that the Services will be provided on a ‘Time and Materials’ basis up to a maximum figure, RAPID IT SUPPORT LIMITED does not (save as expressly stated) warrant that such maximum figure will be sufficient to complete the task(s) specified.
2.9. RAPID IT SUPPORT LIMITED reserves the right to decline to provide any advice and assistance outside the scope of Services specifically agreed between the parties, even if RAPID IT SUPPORT LIMITED may previously have provided such additional advice and assistance.
2.10. RAPID IT SUPPORT LIMITED will not receive any undisclosed payment or benefit from any third party in connection with or in any way relating to the provision of the Services to the Client.
3.1. Subject to the following provisions relating to Library Code:
3.1.1. any copyright, patents and other rights in the nature of Intellectual Property Rights arising in any software deliverable produced in the course of the Services shall become and remain the Client’s sole property and shall be disclosed to the Client promptly, and RAPID IT SUPPORT LIMITED agrees to cooperate in any formal steps needed to vest such rights in the Client.
3.1.2. RAPID IT SUPPORT LIMITED warrants that, as between RAPID IT SUPPORT LIMITED and any Consultant engaged on the Services, such Consultant is contracted to RAPID IT SUPPORT LIMITED upon terms providing inter alia that any rights in the nature of Intellectual Property Rights arising out of or relating to work done by the Consultant for RAPID IT SUPPORT LIMITED in the course of providing the services to the Client will vest in RAPID IT SUPPORT LIMITED, and that such Consultant will have no title right or interest whether legal or beneficial in any such intellectual property rights.
3.2. Library Code: In the course of the Services, RAPID IT SUPPORT LIMITED may use pre-existing works where all rights in the nature of Intellectual Property Rights are vested in RAPID IT SUPPORT LIMITED, either solely, or jointly with another or others (‘the Owner’). Insofar as such works (including any modification to them made in the course of the Services) are concerned:
3.2.1. all rights in the nature of Intellectual Property Rights shall remain vested in the Owner
3.2.2. the Client acknowledges such to be the case, and shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership thereof by the Owner
3.2.3. RAPID IT SUPPORT LIMITED hereby grants the Client non-exclusive irrevocable world-wide royalty-free licence to reproduce distribute and use such works insofar as they may become incorporated in any software deliverable under this Agreement, but not further or otherwise
3.2.4. RAPID IT SUPPORT LIMITED warrants that it is authorised to grant such licence
3.2.5. RAPID IT SUPPORT LIMITED warrants that no code, method, subroutine or any other program will be incorporated in any software deliverable produced in the course of the Services which is not run time royalty free (save where expressly disclosed to the Client in writing).
3.3. Any other rights in the nature of Intellectual Property Rights arising in the course of the Services shall become and remain the property of RAPID IT SUPPORT LIMITED.
3.4. The Client warrants that any specification design or instructions provided to RAPID IT SUPPORT LIMITED for the purpose of any contract under these terms shall not cause RAPID IT SUPPORT LIMITED to infringe rights in the nature of Intellectual Property Rights belonging to any third party, and the Client shall indemnify RAPID IT SUPPORT LIMITED in full against all costs, charges, claims and expenses incurred directly or indirectly by RAPID IT SUPPORT LIMITED as a result of any alleged such infringement (including the costs of defending such a claim on the indemnity basis).
3.5. Neither RAPID IT SUPPORT LIMITED nor the Client will cause or permit anything which may damage or endanger any rights in the nature of Intellectual Property rights belonging to the other (or the other's title to such rights), and will not assist or allow others to do so.
4.1. ‘Goods’ includes both hardware and (so far as the context permits)
software (excluding software developed or modified in the course of Services provided under a contract under these terms), whether supplied by way of sale, hire, loan, or on licence.
4.2. Prices
4.2.1. The price of Goods is based on the cost prevailing at the date of RAPID IT SUPPORT LIMITED's Order Acceptance; RAPID IT SUPPORT LIMITED reserves the right to adjust the price by such amount as may be necessary to cover any increase affecting RAPID IT SUPPORT LIMITED after that date attributable to market conditions prevailing at the date of delivery to the Client. ‘Market conditions’ include (but are not limited to) any direct or indirect increase in any foreign exchange rates relating to the Goods or in the cost of labour, materials, handling, manufacture, supply or transport, or such costs as may be incurred by RAPID IT SUPPORT LIMITED in complying with obligations imposed by law.
4.2.2. Where a price for more than one item of Goods is quoted, the price may be based on the quantity specified, and RAPID IT SUPPORT LIMITED reserves the right to adjust the price if orders are placed for a different quantity, or if the quantity delivered to the Client differs (for any reason) from that specified in any quotation.
4.2.3. The price of the Goods is based on delivery to the address specified, and on any relevant specifications; it is subject to adjustment in the event of delivery to a different address. or in the event of any modification (either at the request or with the consent or knowledge of the Client).
4.3. Drawings, etc.
4.3.1. All drawings, weights, dimensions and the descriptions and illustrations contained in any sales literature and price lists are approximate only and shall not form part of any contract under these Terms. Drawings or technical documents are for the use or information of the Client alone, and shall not be copied, reproduced or communicated to any third party without RAPID IT SUPPORT LIMITED's prior written consent.
4.4. Delivery and Installation
4.4.1. Delivery dates are estimates only, and unless RAPID IT SUPPORT LIMITED expressly agrees in writing to be bound by a delivery date as being of the essence of any contract under these Terms, it shall not be liable for direct, indirect or consequential loss arising from part, late or non-delivery.
4.4.2. Where RAPID IT SUPPORT LIMITED expressly agrees in writing to be bound by a delivery date, RAPID IT SUPPORT LIMITED's liability (subject to any other of these Terms) in respect of any loss or damage suffered by the Client which is directly attributable to such part, late or non-delivery shall be limited to the value of any Goods not delivered.
4.4.3. RAPID IT SUPPORT LIMITED shall inform the Client when any part or all of the Goods is ready for delivery, and the Client shall inform RAPID IT SUPPORT LIMITED of the location for delivery if the same does not appear on or differs from the address stated in any Order Acceptance. If the Client fails to give to RAPID IT SUPPORT LIMITED instructions for delivery within twenty-one (21) days of such notification by RAPID IT SUPPORT LIMITED, RAPID IT SUPPORT LIMITED may without further reference to the Client arrange for storage of the Goods. Charges for storage shall be paid by the Client and the Goods shall be subject to a lien for such storage charges. RAPID IT SUPPORT LIMITED may also invoice for the Goods, and payment shall be due as if delivery had been made.
4.4.4. Delivery shall be made during normal working hours (excluding local and national holidays). If the Client requires delivery to be made outside such times, an additional charge shall be payable. RAPID IT SUPPORT LIMITED reserves the right to deliver in more than one delivery.
4.4.5. Where necessary. the Client shall prepare the area of delivery and installation for the Goods and provide free access to the location and to any services or facilities that may be required to deliver and install the Goods. Where these have not been prepared or provided and as a result RAPID IT SUPPORT LIMITED is prevented from carrying out delivery or installation at the pre-arranged day and time, RAPID IT SUPPORT LIMITED shall be entitled to charge.
4.5. Damage, Shortage or Loss in Transit
4.5.1. RAPID IT SUPPORT LIMITED accepts responsibility for damage, shortage or loss in transit if:
4.5.1.1. notified to RAPID IT SUPPORT LIMITED and the carrier (if not delivered by RAPID IT SUPPORT LIMITED) within three days of receipt or proposed date of receipt of the Goods by the Client; and (where applicable)
4.5.1.2. the Goods have been handled by the Client in accordance with RAPID IT SUPPORT LIMITED's or the carrier's conditions of carriage or handling stipulations.
4.5.2. Where RAPID IT SUPPORT LIMITED accepts responsibility under this Clause, it shall, at its sole option, replace or repair (as the case may be) any such Goods proved to RAPID IT SUPPORT LIMITED's satisfaction to have been lost or damaged in transit.
4.6. Title to the Goods and the Passing of Risk
4.6.1. Risk in Goods shall pass to the Client upon delivery by RAPID IT SUPPORT LIMITED or its carriers to the Client or his agent and RAPID IT SUPPORT LIMITED shall not be liable for any loss or damage to the Goods from the time that the Goods are so delivered.
4.6.2. Notwithstanding delivery, installation, acceptance and passing of risk, title to any Goods to be sold to the Client shall not pass to the Client and shall be retained by RAPID IT SUPPORT LIMITED until full payment of all monies due on any account has been received by RAPID IT SUPPORT LIMITED from the Client.
4.6.3. Until such time as title in Goods has passed to the Client:
4.6.4. the Client shall, subject to RAPID IT SUPPORT LIMITED's rights hereunder
4.6.4.1. hold the Goods as RAPID IT SUPPORT LIMITED's fiduciary agent and be entitled to use the same in the ordinary course of the Client's business; but shall not sell or part with possession thereof;
4.6.4.2. store the Goods separately from any goods belonging to the buyer or any third party, and keep the Goods clearly marked and identifiable as being the property of RAPID IT SUPPORT LIMITED;
4.6.4.3. cause to be added to its audited accounts for each year a note that Goods supplied by RAPID IT SUPPORT LIMITED are subject to retention of title and shall be the property of RAPID IT SUPPORT LIMITED until full payment of has been made; and
4.6.4.4. insure such Goods to their replacement value naming RAPID IT SUPPORT LIMITED as the loss payee until all payments to RAPID IT SUPPORT LIMITED have been made; the Client shall forthwith upon request provide RAPID IT SUPPORT LIMITED with a certificate of such insurance.
4.6.4.5. shall be entitled to enter the Client’s premises upon reasonable notice to verify the Client’s compliance with
the preceding clause;
4.6.4.6. shall be entitled to repossess at any time any Goods in which title remains vested in RAPID IT SUPPORT LIMITED and for this purpose at any time and without notice RAPID IT SUPPORT LIMITED may enter upon any premises in which the Goods or any part thereof are installed, stored or kept, or are reasonably believed so to be;
4.6.4.7. shall be entitled to seek a court injunction or equivalent judicial order under the applicable law of this Agreement to prevent the Client from selling, transferring or otherwise disposing of the Goods.
4.6.5. Warranty
4.6.5.1. RAPID IT SUPPORT LIMITED warrants to the Client that the Goods sold by RAPID IT SUPPORT LIMITED are believed to be free from defects of workmanship and materials and RAPID IT SUPPORT LIMITED undertakes, subject to the following terms, to replace or, at its option, to repair any Goods purchased hereunder (other than rubber parts and/or printing heads and/or consumable items) found to be defective within 90 days (or such other period as may be specified) of the date of original delivery and installation, where such defects are a result of faulty materials or workmanship.
4.6.5.2. RAPID IT SUPPORT LIMITED WARRANTS to the client that the (used / refurbished) Goods sold by RAPID IT SUPPORT LIMITED are believed to be free from defects and faults and accepts any return within 90 days only.
4.6.5.3. Each claim of the Client under this warranty shall be sent in writing to RAPID IT SUPPORT LIMITED specifying the type of Goods and nature of the defect. Upon receipt of such written notice, RAPID IT SUPPORT LIMITED or its agent or representative shall have the option of testing or inspecting the Goods at their location or of having the Goods returned to RAPID IT SUPPORT LIMITED or such other address as may be notified to the Client, freight pre-paid by the Client. Replacement parts, items or Goods shall be sent by RAPID IT SUPPORT LIMITED to the Client ordinary freight pre-paid.
4.6.5.4. In the event of any claim presented under warranty being found on investigation by RAPID IT SUPPORT LIMITED either to be outside the scope or duration of this warranty or the fault being unconfirmed, then the costs of such investigation and repair shall be borne by the Client.
4.6.5.5. RAPID IT SUPPORT LIMITED shall not be liable at any time for damage or defects in the Goods or parts caused by improper use, abuse, mismanagement or by using the Goods outside any specifications detailed in the manuals and documentation relating to the Goods or outside the specific application of the Goods.
4.6.5.6. This warranty shall not be assigned without the prior written consent of RAPID IT SUPPORT LIMITED.
4.6.6. Copyright, Patents, & Trade Marks in the Goods
4.6.6.1. The Client acknowledges that any and all of the trade marks, copyright, patents and other intellectual property rights used or subsisting in or in connection with the Goods including software, hardware and other parts thereof in which RAPID IT SUPPORT LIMITED or the respective manufacturer, developer or third party has an interest are and shall remain the sole property of RAPID IT SUPPORT LIMITED or such manufacturer, developer or third party. The Client shall not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership thereof.
4.7. Hire and Loan: Where any Goods are to be Hired or Loaned to the Client:
4.7.1. For the purposes of this term ‘Hire’ means the temporary provision of Goods for a fee, and ‘Loan’ means such provision without charge.
4.7.2. The Goods always remain the property of RAPID IT SUPPORT LIMITED. The Client will keep all such Goods clearly marked as the property of RAPID IT SUPPORT LIMITED and will not allow any such notice to be removed or defaced.
4.7.3. The Goods are at the risk of the Client; the Client shall keep the Goods continuously and comprehensively insured at their full replacement value against all risks, shall notify the insurer of the interest of RAPID IT SUPPORT LIMITED in the Goods, and shall provide that all monies receivable against any claims shall be payable to RAPID IT SUPPORT LIMITED. Loss or damage to the Goods shall not affect the continuance of a Hiring, and the Client shall not be entitled to any rebate in respect of any period during which the Goods are not usable.
4.7.4. The Client shall take proper care of the Goods and at all times maintain them in good working order and shall be responsible for any loss or damage to the Goods howsoever caused. The Client will:
4.7.4.1. operate and maintain the Goods according to any instructions given by the supplier or manufacturer and shall modify such operations and maintenance from time to time in accordance with the manufacturers or suppliers further instructions, and shall not allow any person, unless properly trained by and to a standard set from time to time by the manufacturer or his accredited agent, to operate the Goods
4.7.4.2. other than for the purposes of repair, alteration, additions or other modifications, not allow the Goods to be removed from the location address
4.7.4.3. from time to time, allow RAPID IT SUPPORT LIMITED or its appointed agent reasonable access to inspect and test the equipment, fix plates for recognition purposes and to conduct an inventory.
4.7.5. A Loan shall be at will, and either party may terminate the Loan forthwith without notice. A Hiring will continue until the expiry of any Notice to Terminate given by either party to the other as stated in the Order Acceptance, or (if no period of notice is otherwise specified) on the expiration of one month’s notice; provided that RAPID IT SUPPORT LIMITED may forthwith terminate a Hiring if the Client
4.7.5.1. is more than 7 days in arrears with any payment due to RAPID IT SUPPORT LIMITED on any account, or
4.7.5.2. is in breach of any other terms of the contract relating to the hiring, or
4.7.5.3. shall cease to trade, or if any distress or execution is levied against the Client, or if the Client makes any composition or arrangement with its creditors, or if any preliminary step is taken by or in respect of the Client towards its liquidation winding up or administration.
4.7.6. Termination howsoever or whenever occasioned shall be subject to any rights and remedies either party may have under this Agreement or in Law.
4.7.7. At the termination of a Hiring or Loan:
4.7.7.1. the Client shall return the Goods to RAPID IT SUPPORT LIMITED at the Client’s expense in good condition (fair wear and tear excepted)
5.1. The Client will no longer be in possession of the equipment with RAPID IT SUPPORT LIMITED's consent, and RAPID IT SUPPORT LIMITED shall be entitled to repossess the Goods, and for this purpose shall be entitled at any time and without notice to enter upon any premises in which the Goods or any part thereof are installed, stored or kept, or are reasonably believed so to be. All sums due under any contract under these terms shall be invoiced and paid in UK pounds sterling.
5.2. Where payment for Services is to be made on a time and materials basis:
5.2.1. RAPID IT SUPPORT LIMITED may invoice monthly (unless otherwise specified)
5.2.2. Travel time may be charged
5.3. The Client will reimburse RAPID IT SUPPORT LIMITED for all expenses of travelling and subsistence incurred in connection with the Services (including travelling expenses between RAPID IT SUPPORT LIMITED and the Client’s respective offices), provided the incurring of such expenditure is either reasonable and necessary for the proper rendering of the Services, or has been specifically authorised by the Client; the Client shall not however be obliged to reimburse expenditure which is in excess of the stated limits in respect of the following items:
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5.3.1. |
rail travel: |
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5.3.1.1. |
For travel of 3 hours of less - Standard Class |
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5.3.1.2. |
For travel exceeding 3 hours - First class when the cost is no more than the full Standard class price. |
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5.3.2. |
air travel: |
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5.3.2.1. |
Flights of 3 hours of less – Economy |
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5.3.2.2. |
Flights over 3 hours - Business class |
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5.3.3. |
overnight accommodation: |
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5.3.3.1. |
Inside M25 – no more than the cost of a three-star hotel within 5 miles of the client site |
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5.3.3.2. |
Outside M25 – no more than the cost of a three-star hotel within 10 miles of the client site |
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5.3.4. |
mileage: |
as under the Inland Revenue Fixed Profit |
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Car Scheme (under 4000 miles) |
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Reimbursement shall be subject to the production of copies of vouchers or other evidence verifying such expenditure, where practicable. The Client will raise (and use its best endeavours to resolve) any queries arising on RAPID IT SUPPORT LIMITED's expense claims promptly.
5.4. The Client will reimburse RAPID IT SUPPORT LIMITED for all materials purchased by RAPID IT SUPPORT LIMITED and used, and for all third-party services used, in the course of the Services, subject to authorisation.
5.5. The Client will pay RAPID IT SUPPORT LIMITED's charges and expenses plus VAT (where applicable) within 14 days of invoice (unless otherwise agreed).
5.6. The Client shall not be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against RAPID IT SUPPORT LIMITED (other than, where payment is to be made on a time and materials basis, as to the periods for which Services have actually been provided, the expenses actually incurred, or the reasonableness of those expenses), until and unless the same have been agreed.
5.7. If any of RAPID IT SUPPORT LIMITED's invoices becomes overdue:
5.7.1. the Client will pay interest on all sums overdue from date of invoice until date of payment at 2% per month or part month compounded with monthly rests, as well before as after any judgment; and
5.7.2. RAPID IT SUPPORT LIMITED's obligations under any contract under these terms shall be suspended until all overdue sums (and any interest thereon) are paid, and any agreed timescale may at RAPID IT SUPPORT LIMITED's option be extended accordingly.
5.7.3. Whilst any payment due to RAPID IT SUPPORT LIMITED is more than 7 days overdue, RAPID IT SUPPORT LIMITED may terminate any contract under these terms forthwith by notice to the Client.
6.1. The Client acknowledges that:
6.1.1. the accuracy and value of any advice RAPID IT SUPPORT LIMITED may give depends fundamentally on the accuracy and comprehensiveness of the information which the Client provides to RAPID IT SUPPORT LIMITED and on which that advice is based
6.1.2. whether the results the Client desires are obtained will depend fundamentally on the extent to which that advice is implemented
6.1.3. that neither the desired results, nor any particular results, can be guaranteed.
6.2. NEITHER GOODS NOR SERVICES PROVIDED BY RAPID IT SUPPORT LIMITED ARE INTENDED FOR USE OR APPLICATION IN CONNECTION IN ANY WAY
WITH HIGH RISK SYSTEMS, AND RAPID IT SUPPORT LIMITED SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES IN
CONNECTION WITH HIGH RISK SYSTEMS. The Client warrants that none of the systems in connection with which the use of Goods or Services will be requested will be High Risk Systems. ‘High Risk Systems’ means systems in environments requiring fail-safe performance (such as nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems), in which failure could lead directly to death, personal injury, or severe physical or environmental damage.
6.3. RAPID IT SUPPORT LIMITED shall not be liable to the Client for any loss or damage including data loss or service delay whatsoever or howsoever caused arising directly or indirectly in connection with any contract under these terms.
6.4. RAPID IT SUPPORT LIMITED shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising from any misrepresentation, whether innocent or negligent, except to the extent that such liability may not be lawfully excluded or limited.
6.5. Notwithstanding the generality of the above, RAPID IT SUPPORT LIMITED expressly excludes liability for consequential loss or damage which may arise or for loss of profit, business, revenue, goodwill or anticipated savings.
6.6. RAPID IT SUPPORT LIMITED shall not in any event be liable for any claims unless they are notified to RAPID IT SUPPORT LIMITED in writing within twelve months of the cause of action accruing.
6.7. RAPID IT SUPPORT LIMITED does not exclude or limit liability for death or personal injury to the extent only that the same arises as a result of its negligence or that of its employees, agents or authorized representatives.
6.8. The Client acknowledges that RAPID IT SUPPORT LIMITED’s fees and all other material terms have been negotiated between the parties having regard to their existing insurance arrangements and on the basis that liability shall rest as provided by this clause; each party expressly acknowledges that in their respective opinions the provisions of this clause satisfy the requirements of reasonableness specified in the Unfair Contract Terms Act 1977.
6.9. The provisions of this clause shall operate for the benefit both of RAPID IT SUPPORT LIMITED and of any personnel engaged by RAPID IT SUPPORT LIMITED to perform the Services.
7.1. Rapid IT Support LTD may suspend any or all of the Services or terminate the Agreement immediately at any time by notifying you in writing if:
7.1.1. (a) You commit a material breach of this Agreement or any other agreement you have with us and fail to remedy the breach within a reasonable time of being asked to do so.
7.1.2. (b) Rapid IT Support LTD believe that the Service(s) are being used in a way forbidden by paragraph 10.3. This applies even if you do not know that the Service(s) are being used in such a way.
7.1.3. (c) Bankruptcy or insolvency proceedings are brought against you, or if you do not make any payment under a judgment of a court on time, or (if you are a business) you make an arrangement with your creditors, or a receiver or administrator is appointed over any of your assets, or you go into liquidation.
7.2. If you fail to pay any charges due to any reason by the due date Rapid IT Support LTD may (without losing or reducing any other right or remedy) suspend any Service (in whole or in part) or terminate the Agreement without notice if you fail to make any payment requested within seven (7) days of the date of a letter, e-mail or other appropriate correspondence requesting such payment;
7.2.1. (a) Two (2) consecutive direct debit requests are rejected; and/or
7.2.2. (b) You fail to pay any payment on the due date where there have been two (2) preceding failures which were remedied within the seven (7) day period.
7.3. Rapid IT Support LTD reserve the right to charge interest at the rate of five percent (5%) above the bank of England base rate per annum on any charges not paid by the due date for payment until the date when they are received by us.
7.4. If Rapid IT Support LTD suspend any Services, Rapid IT Support LTD will not provide them again until you rectify the situation that caused us to suspend the Services or you have satisfied us that you will do so or that the Services will not be used in a way that is forbidden by paragraph.
7.5. If Rapid IT Support LTD suspend any Services because you breach this Agreement, the Agreement will still continue, and you must still pay us any remaining charges for the term as and when they arise unless and until the Agreement is terminated.
7.6. If this Agreement or any of the Services are terminated in accordance with this paragraph 7 during the Minimum Term or any agreed term applicable to each of the Services, Rapid IT Support LTD will levy a cancellation charge in relation to each relevant Ser-vice calculated in accordance with the following:
7.6.1. (a) Each Service for which a monthly charge is payable - number of months remaining of Minimum Term for that Service multiplied by the monthly charge; and/or
7.6.2. (b) Repayment of any discount or other benefit you may have received which was based on a minimum contract term commitment, and/or
7.6.3. (c) A cease charge of £50 will be applied.
7.7. Following a suspension of services, Rapid IT Support LTD will only re-activate your services after you have paid the re-activation charges as may be advised at the time.
7.8. Termination at end of Contract Term Expiry:
7.8.1. (a) Either party may terminate this Agreement in respect of a Service by giving the other party not less than thirty (30) days’ notice in writing to take effect at the end of either the first or any subsequent Minimum Term for the relevant Service. Where a Service has a notice period of greater than thirty (30) days then this amount of notice must be provided on that Service.
7.8.2. (b) If Rapid IT Support LTD give you notice to terminate under paragraph 7, you must pay any charges for end of the relevant Minimum Term. If you give us notice to terminate you must pay any charges for Calls made up to the end of the relevant Minimum Term.
7.8.3. (c) If you fail to give us notice you must pay until thirty (30) days, or longer where a service has a greater notice period, after you have ceased to use our Service.
7.8.4. (d) Some Services may incur cease charges and these will be chargeable on termination unless otherwise agreed in writing.
7.9. Termination before end of Contract Term Expiry:
7.9.1. If you want to terminate this Agreement in respect of a Service prior to the end of any Minimum Term for the relevant Service (other than because Rapid IT Support LTD have materially altered the conditions of this Agreement) you must give us at least thirty (30) days’ notice in writing and Rapid IT Support LTD will levy a cancellation charge calculated in accordance with the following:
7.9.1.1. (a) Each Service for which a monthly rental charge is payable - number of months remaining of Minimum Term for that Service multiplied by the monthly rental; and/or
7.9.1.2. (b) Prorata or full repayment of any subsidised installation or any other contribution to upfront or ongoing costs paid by us as described in paragraph 16.3 and in accordance with the terms of the subsidised installation, and/or
7.9.1.3. (c) The appropriate notice period charge for each Service, and/or
7.9.1.4. (d) Repayment of any discount or other benefit you may have received which was based on a minimum contract term commitment, and/or
7.9.1.5. (e) A cease charge of £50 will be applied.
7.10. Should you fail to pay the early termination cancellation charges with 10 days (or 5 days for non-direct debit payment) of the date of invoice Rapid IT Support LTD reserve the right to suspend your Services.
7.11. If you have paid any charges in respect of a Service for a period after this Agreement has ended in respect of that Service, Rapid IT Support LTD will either repay it or off set towards any money you owe us.
7.12. You must pay all charges for the Services until the date on which Rapid IT Support LTD stop providing the Services to you and any applicable notice period.
7.13. Rapid IT Support LTD also have the right to terminate this Agreement or any of the Services immediately on notice to and in these circumstances the thirty (30) day notice period will not apply.
8.1. (a)The provisions of this paragraph shall be without prejudice to the other provisions of this Agreement.
8.2. (b) At the end of this Agreement, you shall be responsible for arranging for the Services to be provided by another supplier (“the New Supplier”).
8.3. (c) In the event that Rapid IT Support LTD terminate this Agreement, the provision of Services shall end with immediate effect.
8.4. (d) If Rapid IT Support LTD terminate this Agreement or if you terminate this Agreement for any reason whatsoever, on receipt of your notice of termination Rapid IT Support LTD will apply Standard rates, applicable at the time, to all Services on your account to take effect following expiry of your notice period.
8.5. (e) Once you have served your minimum notice requirement Rapid IT Support LTD may serve you a minimum of 48 hours’ notice to sus-pend your Services. Following suspension of your Services under this paragraph you may request that Services are re-connected and agree these will be subject to a reconnection charge and a new minimum contract period. Rapid IT Support LTD will notify you of this charge and contract period at the time.
8.6. (f) Should you serve your required notice and fail to move your Services to a new supplier then you accept and agree that you will remain liable for all charges at our Standard rates until such time that the Services are transferred to a new supplier.
9.1. Each party (‘Receiver’) recognises that information disclosed to it by the other (‘Discloser’) in the course of the negotiation of and the performance of any contract under these terms will contain and incorporate confidential information in which the Discloser has an interest. Each party will maintain as confidential and will not use any part or the whole of such information directly or indirectly disclosed by the other (or information which the Receiver has gained from such disclosure) until or unless such information becomes public knowledge through no fault of the Receiver.
9.2. The protection to be accorded to the such information does not and shall not extend to any information which it can be proved by documentary evidence produced by the Receiver:
9.2.1. is already known to the Receiver or in its possession before the disclosure hereunder free from any obligation to keep it confidential; or
9.2.2. is or becomes publicly known through no wrongful act or default of the Receiver; or
9.2.3. is received by a third party without similar obligations of confidence and without breach of these terms; or
9.2.4. is already possessed or independently developed by the Receiver; or
9.2.5. is disclosed to a third party by the Discloser without similar restrictions on that third party's rights of disclosure; or
9.2.6. is approved for release by written authorisation of the Discloser, or
9.2.7. is required to be disclosed by law (whether by a court having competent jurisdiction, or by any governmental or regulatory body), provided that (where practicable) the party required to make such disclosure shall give the other party 7 days notice before making such disclosure so as to afford the other fair opportunity to make representations to the appropriate authority.
10.1. If either party is prevented or delayed in the performance of any of its obligations by force majeure, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue.
10.2. 'Force majeure' shall be deemed to be any cause affecting performance arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including the following:
10.2.1.strikes, lockouts or other industrial action
10.2.2.civil commotion, riot, invasion, war threat or preparation for war
10.2.3.fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster
10.2.4.impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport
10.2.5.political interference with the normal operations of any party
10.2.6.illness of or accidental injury to any of RAPID IT SUPPORT LIMITED's personnel (whether or not caused or contributed to by such person’s own negligence or mechanical breakdown
10.2.7.RAPID IT SUPPORT LIMITED's obligation to perform any contract under these Terms shall be suspended where the presence of such hazards as defective structure, defective or dangerous means of access, noxious, toxic, combustible, explosive or radioactive substances or any other cause renders any premises where the contract is to be performed dangerous (in RAPID IT SUPPORT LIMITED's opinion) to any of RAPID IT SUPPORT LIMITED's staff.
The parties recognise that the loss of experienced personnel may have a serious effect on a party’s business.
11.1. The parties therefore mutually agree that neither party shall without the other’s prior written consent either during or within six months after the termination or expiry of the most recent contract under these terms, engage, employ or otherwise solicit for employment any person who during the relevant period was an employee or sub-contractor of the other and with whom such party had material contact in connection with any contract under these terms.
11.2. In the event of breach of this term, the party in breach will pay the other party by way of liquidated damages the greater of
(1) three times the person's annual salary inclusive of all benefits at time of their resignation or departure, or (2) three times the new annual salary or fee inclusive of all benefits.
(2) This provision shall not apply in respect of any individual who ceased to work for the innocent party at least six months prior to the engagement, nor to any individual who can be proved to have responded to a bona fide published recruitment advertisement where the individual has not been recruited to work for or with individuals or a department with whom such individual had material contact in connection with any contract under these terms.
12.1 Assignment
No agreement under these terms shall be assigned by either party without the prior written consent of the other.
12.1 Publicity
RAPID IT SUPPORT LIMITED may include reference to the fact that it is providing Services to the Client in its publicity material, in terms to be approved by the Client (such approval not to be unreasonably withheld). Subject thereto, except with the written consent of the other party, neither party shall make any press announcements or publicise this Agreement in any way.
12.2 Nature of a contract under these terms
A contract under these terms is a contract between independent businesses; neither RAPID IT SUPPORT LIMITED nor its Consultant (whether or not named in this Agreement) have the power to enter binding contracts on behalf of the Client; no Consultant deployed by RAPID IT SUPPORT LIMITED in providing services under this Agreement is or will during such contract be or become an employee of the Client.
12.3 Taxation and employee benefits
RAPID IT SUPPORT LIMITED shall be solely responsible for making all appropriate payments to or in respect of all its Consultants, including salary, sickness SSP and holiday pay, pensions, and other employee benefits, and any required PAYE deductions for tax and National Insurance contributions; RAPID IT SUPPORT LIMITED agrees to indemnify the Client in respect of any claims relating to any such items. RAPID IT SUPPORT LIMITED's personnel shall not be entitled to any rights under employment law against the Client nor any End-Client under any circumstances.
12.4 Severability
If any of these terms is held by any Court or other competent authority to be wholly or partially void, invalid, or unenforceable such term shall be severed from the body of these terms (which shall continue to be valid and enforceable to the fullest extent permitted by Law).
12.5 Waiver
Failure or neglect by either party to enforce at any time any of the provisions hereof shall:
12.5.1 not be construed nor shall be deemed to be a waiver of its rights hereunder
12.5.2 not in any way affect the validity of the whole or any part of any contract under these terms
12.5.3 not prejudice its rights to take subsequent action.
12.6 Headings
The headings of these terms are inserted for convenience of reference only and are not intended to be part of or to affect their meaning or interpretation.
12.7 Notices
Any notice to be given by either party to the other shall be in writing and may be sent by recorded delivery to the address of the other and shall be deemed to be served 2 days following the date of posting.
12.8 Time
Time (other than for payment) shall not be of the essence unless expressly made so by notice in writing.
Save as expressly provided by these terms, no person who is not a party to any contract under these terms has any rights under the Contracts (Rights of Third Parties) Act 1999 in relation to such contract, without prejudice to any right or remedy which exists or is available apart from under that Act.
12.10 Law
These terms and any contract made under them shall be construed in accordance with English Law, and the English courts shall have sole jurisdiction in relation to all matters arising out of these terms.
United Kingdom