Terms & Conditions

Terms & Conditions

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General Notes

All prices quoted would be subject to VAT at the prevailing rate.
Quotation includes for the provision of labour for the items listed in this quotation only.  Should extra work be requested or become necessary during this installation then it will be deemed chargeable at our standard rates which are available on request.
Evening, after 6pm / Weekend work requested is subject to double time rates.
Our daily charges are based on a maximum of two engineers per day.
Syncronicity LTD will not accept responsibility for the Set-up of software, which they do not support or have originally supplied.  We recommend that support from other software vendors is available at the time of installation.
A purchase order would be required before a delivery can take place.
All items remain the property of Syncronicity LTD until paid for in full.
Quotations remain valid for a period of 10 days from document date; after such time Syncronicity LTD reserve the right to review all quotations.

Payment Terms & Conditions

Hardware - 75% of total order with Purchase Order, balance due on delivery.
Software Licences – 100% with Purchase order, balance due on delivery.
Labour / Cabling – 75% of total order with Purchase Order, balance due on delivery.
Training – 100% with booking form.
Web Design & Development – 75% of total order with Purchase Order, Balance due on completion of work by Syncro.

Returns & Cancelled Orders

Unwanted or incorrectly ordered items carry the following conditions -
Hardware – 40% handling charge plus carriage charges.
Software – Non returnable / Non Refundable
Software Development – Non Refundable
Web Site Design & Development – Non Refundable
Any project days that have been provisioned to the client will not be refundable.
Returns will only be accepted if goods are unused in original condition with all relevant packaging, instructions and discs.
Faulty goods will be replaced in accordance with the manufacturers warranty.

Return to base warranty items – replacement items will be invoiced to the customer, providing the faulty item is returned to Syncronicity LTD within 5 working days from receipt of the replacement goods then a credit note will be issued and allocated against the replacement goods invoice.  Failure to comply with this will result in the original replacement goods invoice being valid and due for payment.
The provision of any and all project days will
Items that are covered under a support contract will be dealt with by our engineers on-site.
Replacement goods will only be accepted if goods have all instruction documentation and discs originally supplied.

Terms and Conditions

 

1. DEFINITIONS

The following words shall have the following meanings:

1.1 “Agreement” means the physical Order Form (and/or a request for services via an equivalent online method approved by the Company), the Conditions, the AUP and the SLA;

1.2 “Assumptions” means the assumptions referred to in Clause 3.4 (and as may be changed in accordance with Clause 3.5);

1.3 “AUP” means the Acceptable Use Policy of the Company and a copy of which may be found on the Company’s website;

1.4 “Change Recommendation” means the change(s) which may be recommended by the Company at any time in writing in accordance with the mechanism set out in Clause 3.5;

1.5 “Change Request” means the change(s) which may be requested by the Customer at any time in writing in accordance with the mechanism set out in Clause 3.5;

1.6 “Change Response” means the written response provided by the Company to the Customer in accordance with Clause 3.5 following an investigation into the effect(s) of the proposed change(s);

1.7 “Chargeable Day” means one person working on a calendar day for up to seven and a half hours (7.5 hours);

1.8 “Colocation” means the accommodation of equipment owned by the Customer at a data centre operated by the Company and for these purposes “Colocated Equipment” means the equipment so accommodated and “Colocated Space” means the place where the Colocated Equipment is accommodated;

1.9 "Company" means Syncronicity Limited (Company Registration Number 03563803) whose registered office is situated at the First Floor, Chase Golf Club, Pottal Pool Road, Penkridge, Staffs ST19 5RN

These terms also apply to Associated Consultancy Services at the same address.

1.10 “Company’s Network” means the network owned and operated by the Company for the purpose of connecting the Customer to the Internet;

1.11 “Conditions” means these terms and conditions;

1.12 “Customer” means any person or organisation with whom the Company enters into the Agreement and as detailed on the Order Form;

1.13 “Internet” means the global data network comprising interconnected networks to which the Company is connected and provides access to its Customers;

1.14 “Internet Protocol Address” means such sequence of alphanumeric or numeric only characters as assigned by the Company to the Customer in relation to the Specification;

1.15 “Network Operator” means the legal entity or entities responsible for the operation of a communications network;

1.16 “Order Form” means the Company’s standard Order Form signed by the Customer relating to the Services to be provided by the Company to the Customer;

1.17 “Parties” means the Customer and the Company;

1.18 “Password” means the alphanumeric characters chosen and used exclusively by the Customer at its own risk for the purpose of securing and maintaining the exclusivity of its access to the Company’s Services;

1.19 “Services” means the services described in the current Company literature together with such Value Added Services to be provided by the Company to the Customer but excluding all or any representations made by the Company’s distributor which will not form part of the Agreement unless confirmed in writing by the Company prior to the purchase of the Services;

1.20 “Service Commencement Date” means the date identified as the target delivery date on the Order Form;

1.21 “SLA” means the Service Level Agreement of the Company and a copy of which can be found on the Company’s website;

1.22 “Specification” means a detailed written specification of the Services to be provided to the Customer under the Agreement;

1.23 “TCP/IP” is the abbreviation for Transmission Control Protocol/Internet Protocol;

1.24 “Upgrade Usage Charges” means the charges for such predetermined unit of time and/or volume of data together with any charges related to the Valued Added Services from time to time provided by the Company and in each and every case the said charges shall be such rates as are set out or referred to in the Company’s published tariffs and/or such as may be agreed in writing between the Customer and the Company;

1.25 “User” means any person, organisation or other entity that employs the Services provided by the Company and is in most cases the Customer;

1.26 “User name” means a sequence of alphanumeric characters as are used by the Customer to identify itself; and

1.27 “Value Added Services” means the provision of a service (or services) other than the Services which are agreed in writing between the Customer and the Company.

2. ACCEPTANCE OF AGREEMENT

2.1 The Company reserves the right to refuse to enter into any Agreement for the Services but if accepted by the Company the Services shall not be unreasonably withheld without proper justification.

2.2 The Customer acknowledges that the Conditions prevail over any of the Customer’s own standard terms and conditions whether set out on the Customer’s own standard order form or otherwise.

2.3 In the event of any conflict between the Conditions and the Agreement for the Services then the Conditions shall prevail.

3. SERVICES

3.1 The Company shall provide the Services to the Customer having regard to the provisions of the SLA.

3.2 The Parties shall produce and agree the Specification.

3.3 The Parties each agree to dedicate the necessary resources and use all reasonable commercial efforts to meet their respective deadlines set forth in the Specification. Any delay or adjustment in the Specification caused by the Customer’s delay shall be the responsibility of the Customer and the Customer will pay the Company for all costs incurred for wasted time and/or for the rescheduling of booked resources at the Company’s standard daily rates plus expenses.

3.4 In relation to performance dates, the number of Chargeable Days estimated to be required to complete the Services as detailed in the Order Form shall be reviewed following finalisation of the Specification and is based upon the following assumptions (known as “the Assumptions”):

(a) the scope of the tasks performed by the Company will not exceed those stated in the Specification;

(b) the Customer will perform and complete the Customer’s assigned tasks required by the Specification in a timely manner;

(c) the Customer will not suspend or delay the project in any manner without prior authorisation by the Company which shall not be unreasonably withheld;

(d) the Services are performed during normal working hours those being Monday to Friday 9.00 am to 5.00 pm except as otherwise agreed in writing between the Parties; and

(e) the Specification cannot be amended once it has been agreed.

3.5 Without prejudice to Clause 24, changes can only be effected in accordance with the following change control mechanism:

(a) either the Company may recommend, or the Customer may request, at any time in writing changes to any of the Assumptions, to any part of the Specification or other provisions of the Agreement;

(b) the Company will notify the Customer in writing within 10 working days of either the Company making a change recommendation (known as “a Change Recommendation”) or receiving a written request for changes from the Customer (known as “a Change Request”) of the time needed to investigate the implication(s) of the proposed change(s) together with the costs (if any) to be charged by the Company to the Customer for undertaking such an investigation;

(c) assuming the investigation proceeds (since it is for the Customer to give the Company a written instruction to investigate the implication(s) of the proposed change(s) by first having agreed to pay any costs to be charged by the Company to the Customer for undertaking it) the Company will give a written response (known as “a Change Response”) showing the effect(s) of the proposed change(s) including:

(i) a revised estimate of the number of Chargeable Days estimated to complete the Services;

(ii) a revised project timeline;

(iii) any additional expenses that will be incurred;

(iv) any effect(s) on other contractual provisions of the Agreement should the proposed change(s) be implemented and in so doing the Company shall use all reasonable endeavours to ensure that the Change Response is given within 10 working days (or such longer period as may be reasonably agreed between the Parties) of receipt by the Company of a written instruction to investigate the implication(s) of the proposed change(s);

(d) should the Customer wish to proceed with the proposed change(s), it will instruct the Company in writing of its wish as soon as reasonably practicable after receipt of the Change Response but in any event not later than 10 working days of receipt of the Change Response (or such longer period as may be reasonably agreed between the Parties) and in such a case those parts of the Agreement affected by the proposed change(s)once implemented will then be deemed to be varied in accordance with the details set out in the Change Response which will then form part of the Agreement; and

(e) until any change is agreed in writing and implemented the Parties shall continue to perform their respective obligations under the Agreement  as if the change had not been proposed.

3.6 All key personnel and subcontractors provided by the Company to perform the Services pursuant to the Agreement shall have the appropriate technical and application skills to enable them to adequately perform their duties. All of the Services shall be performed in a competent and workmanlike manner. The Company will use all reasonable efforts to ensure continuity in staffing of its key personnel.

3.7 The Customer agrees to procure the agreement and understanding of the Customer’s own customers where the Services are to be sold to third parties and procure in writing the agreement of such customers that they agree to terms and conditions no less onerous than those

contained in the Conditions.

3.8 The Customer agrees not to oversell the Services (or any part thereof) under the Agreement to any third party.

3.9 Total data sent and received within the Company’s network is calculated monthly per customer and measured in Gigabytes rounded up to the next 1 Gigabyte.

3.10 The Company does not warrant that the Company’s technology or the Services will be compatible with any equipment, software or other technology not furnished by the Company.

4. THIRD PARTY SOFTWARE AND HARDWARE

4.1 All third party software and hardware shall be sold subject to the Customer’s acceptance of the relevant suppliers’ software licence(s) for such third party software. The Company aims, wherever possible, to pass onto the Customer the benefit of any and all representations and warranties it receives from the respective third party software suppliers but is under no obligation to do so given that such matters lie outside the Company’s control.

4.2 The pricing set forth in the Order Form for third party software is estimated to the extent that the actual cost may differ based upon such variables including (but not limited to) the Customer’s specific requirements, changes to functionality and changes in pricing by the third party software vendors on the date on which the software is ordered all of which said matters lie outside the control of the Company.

4.3 To the extent that third party software is supplied by the Company, the Customer may procure support services in accordance with the details set out in the Order Form but the Company’s offer to provide these support services is contingent upon the Company’s ability to obtain such support from the appropriate third party software supplier as a result of which the Company cannot and does not warrant that such third party software is or will be supported by the Company because such matters lie outside the control of the Company.

5. RIGHT TO CHANGE USERNAME, INTERNET PROTOCOL ADDRESS AND PASSWORD

The Company shall have the right at any time to change the Username, Internet Protocol Address and/or Password allocated by the Company to the Customer for the purpose of essential network maintenance, enhancement modernisation or other work deemed necessary for the effective operation of the Company’s Network.

6. PAYMENTS

6.1 All charges for the Services, as detailed in the Order Form, shall be paid by the Customer to the Company annually in advance unless otherwise agreed in writing between the Parties in the manner prescribed on the Order Form.

6.2 The Company reserves the right to vary all charges to the Customer with one month’s notice but any such variation shall only take effect on the contract renewal date or the anniversary of the contract commencement date (whichever is the earlier).

6.3 Itemised details of excess usage of bandwidth and any other relevant charges may only be made available to the Customer if ordered in advance but the Company in any event reserves the right to make additional charges for the provision of these details.

6.4 All payments shall be due to the Company on presentation of invoice or as otherwise stated on the Order Form. All payments shall be sent to the Company’s registered office as set out in Clause 1.9 above or such other address as may be notified in writing from time to time by the Company to the Customer.

6.5 The Company reserves the right to charge interest on late payments at the rate of 5% above the Bank of England Base Rate in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002.

6.6 All charges and tariffs are quoted exclusive of Value Added Tax.

6.7 The Company reserves the right to change payment terms and require deposits if the Customer is more than 30 days late in making payments during the term of the Agreement in addition to or in lieu of any other remedies set out in the Conditions or otherwise available at law or in equity.

7. USAGE

The Customer hereby agrees to accept and abide by the AUP.

8. EQUIPMENT

8.1 Colocated Equipment shall at all times remain at the Customer’s sole risk such that the Customer shall be responsible for insuring the Colocated Equipment against all risks.

8.2 Equipment leased from the Company shall at all times remain the property of the Company.

8.3 The Customer agrees to:

(a) maintain, at the Customer’s expense, comprehensive general liability insurance with a reputable insurance company for the full replacement cost of any equipment leased from the Company throughout the term of the Agreement;

(b) provide the Company with evidence of the same upon request; and

(c) undertake to ensure that all moneys received from the insurer are paid directly to the Company to meet any claim to which the payment relates.

9. LIABILITY

9.1 Nothing in the Agreement shall limit the Company’s liability to the Customer for death or personal injury resulting from the Company’s negligence.

9.2 Except for the Company’s liability to the Customer listed in Clause 9.1 (where no limit applies), the Company’s liability arising under or in connection with the Agreement for the provision of the Services whether in contract, tort, negligence, breach of statutory duty or otherwise howsoever arising shall not exceed the greater of:

(a) £5000 (FIVE THOUSAND POUNDS): or

(b) the total amounts paid by the Customer under Clause 6.1 in the month when such event (or the first event in any series of connected events) occurs.

9.3 Notwithstanding Clause 9.2, in no case shall the Company be liable either to the Customer or to any third party for or in respects of any indirect, consequential or economic loss including (but not limited to) damage, costs or expenses of any description, loss of profit, business, goodwill, turnover or any other loss arising from its performance or non-performance of its obligations in connection with the Agreement whether arising from breach of contract, tort, breach of duty, negligence or any other cause of action even if the event was foreseeable by the Company or the possibility thereof is or had been brought to the attention of the Company.

9.4 Except for the purposes of Clause 9.1, no action or proceedings against the Company arising out of or in connection with the Agreement shall be commenced by the Customer more than one year after the Services have been rendered and in this respect the Customer acknowledges that this clause constitutes an express waiver of any and all of its rights under any otherwise applicable statute of limitations.

10. SUSPENSION

10.1 The Services may be suspended by the Company 5 days after a notification of suspension has been issued by email or facsimile and without prejudice to the Company’s rights of termination under Clause 11 in the event of the Customer:

(a) failing to make any payment to the Company on the relevant due date for payment;

(b) doing or allowing anything to be done which contravenes the AUP;

(c) exceeding its credit limit without the prior written approval of the Company; or

(d) being in otherwise breach of the Conditions.

10.2 Suspension shall not affect the liability of the Customer to pay charges and other amounts to the Company.

10.3 The Company reserves the right to suspend the Services if the Customer has not paid the required deposit before a stipulated event or exceeds four times the committed amount during the month for any of the Services or as otherwise provided in the Agreement.

11. TERM AND TERMINATION

11.1 The Agreement shall remain in force for a minimum period of 12 months from acceptance of the Customer’s application being the date on which the Order Form was signed by the Customer unless otherwise agreed with the Company and as so stated on the Order Form.

11.2 Termination of the Agreement can be effected:

(a) by the Customer giving the Company not less than 1 month prior written notice (which for these purposes excludes email such that email notification will not be accepted as a valid method of termination) which said period of notice shall expire at any time on or after expiry;

(b) by the Company at any time forthwith if the Customer commits any breach of the Agreement including (but not limited to) non-payment of any fees due;

(c) by the Company giving the Customer 30 days’ prior written notice at its sole discretion for any reason; or

(d) by the Company upon receiving written notification of the institution of insolvency, receivership, bankruptcy or any other proceedings for the settlement of the Customer’s debts or upon the making of an arrangement for the benefit of the Customer’s creditors or upon the dissolution of the Customer.

11.3 The Company reserves the right to invalidate any or all of the Customer’s Username and Internet Protocol Address issued to the Customer following termination of the Agreement and to re-allocate it or them to another customer.

11.4 Domain name hosting and transfer requests for domain name server records must be submitted in writing with the authorised signature of the domain name owner and whilst there is no charge for the transfer a small charge may nevertheless be made to cover the Company’s administration costs. Domain name transfers will not be made until all outstanding amounts have been paid by the Customer such that until this happens, domain names remain the property of the Company.

11.5 The Customer shall return all equipment cables and literature belonging to the Company at the Customer’s own cost within 5 days of termination of the Agreement and shall ensure that it arrives in good working order otherwise an appropriate fee may be levied by the Company.

12. RIGHTS ON TERMINATION

12.1 Termination of the Agreement shall not affect any pre-existing liability of the Customer or affect any right of the Company to recover damages or pursue any other remedy in respect of any breach of the Agreement by the Customer.

12.2 On termination of the Agreement the right to the use of the Internet Protocol Address allocated by the Company shall revert to the Company.

12.3 In the event of termination of the Agreement by the Company due to breach of the Conditions by the Customer, the Company shall be entitled to the balance of all payments which would but for such termination have accrued up to the earliest date upon which the Agreement could have been terminated by the Customer in accordance with the Conditions.

13. RELEASE OF INFORMATION

The Company shall not be required to release any domain name and may refuse to do so until the Agreement has been validly terminated and the Customer has complied with all of its obligations including (but not limited to) the payment of all sums due to the Company. Domain names remain the property of the Company until all sums due have been received.

14. INTELLECTUAL PROPERTY

14.1 The Company grants to the Customer a limited, non-exclusive licence to use the Services as set out in the Order Form throughout the term of the Agreement or until the Agreement is terminated (whichever date is earlier) and subject to the restrictions set forth in the Agreement which said licence does not entitle the Customer to any updates, modifications or new releases to the deliverables or software.

14.2 The Company reserves any and all of the Company’s copyright, trademarks, trade names, patents and all other intellectual property rights created, developed, subsisting or used in connection with any deliverables, software, the Services or the Specification which are the sole property of the Company.

14.3 The Customer shall not transfer the Customer’s licence nor sublicense the deliverables or the software except where permitted to do so by the terms of the Agreement and in particular the Customer shall not (and shall not allow any third party to):

(a) remove any product identification, copyright, trademark or other notices;

(b) sell, pledge, lease, lend, distribute over the Internet;

(c) load or use portions of the software (whether or not modified or incorporated into or with other software) on or with any machine or system that is not physically kept at the facilities of the Customer or within third party facilities contracted by the Customer.

14.4 The Customer shall not disassemble, decompile or otherwise reverse engineer the Services provided under the Agreement.

15. FORCE MAJEURE

15.1 The Company shall not have any liability to the Customer for any delay, omission, failure or inadequate performance of the Agreement which is the result of circumstances beyond the reasonable control of the Company. Where the Company is so affected in its performance of the Agreement it will notify the Customer in writing as soon as is reasonably possible.

15.2 Where the performance of the Agreement is affected by force majeure the Company shall use its reasonable endeavours’ to overcome the problem as soon as practicably possible.

16. NOTICES

16.1 Other than suspension notices served pursuant to Clause 10, any notice given under or in connection with the Agreement shall be in writing and shall be duly delivered if sent by first class post to the relevant address given in the Agreement or to such other address as the recipient may have previously notified in writing to the other party for that purpose.

16.2 Suspension notices served pursuant to Clause 10 shall be deemed as duly delivered and received when sent by email or facsimile to such email address or facsimile number as the Customer may have previously notified in writing to the Company.

16.3 Other than suspension notices served pursuant to Clause 10 or maintenance notices served pursuant to Clause 16.4, any notice shall be deemed to be duly received at the expiration of 48 hours after the envelope containing the notice had been posted and in proving such service it shall be sufficient to show that the envelope containing such notice was properly addressed and posted as a first class letter.

16.4 The Company will provide 5 days’ notice (by email or facsimile) for any maintenance the Company wishes to undertake but in the event of emergency maintenance the Company will provide as much notice as is reasonably possible.

17. EXPENSES OF THE COMPANY

The Customer shall pay to the Company all costs and expenses reasonably and properly incurred by the Company in enforcing any of the Conditions or in exercising any of the Company’s rights or remedies under the Agreement including (but not limited to) all costs incurred in tracing the Customer in the event that legal process cannot be effected at the last known address of the Customer.

18. NON-WAIVER

18.1 Any allowance of time to pay or any other form of indulgence by the Company shall in no manner affect or prejudice the Company’s right to payment and interest pursuant to the Conditions.

18.2 No failure, neglect or delay in enforcing any of the terms of the Agreement may be construed as a waiver of any of the Company’s rights in respect thereof nor such neglect, failure or delay a variation of the express terms of the Agreement.

19. INVALIDITY

In the event that any part of the Agreement is found to be invalid or otherwise unenforceable then such provision shall be regarded and construed

as severable from the Agreement so as not to affect the validity and enforceability of the remainder.

20. CONFIDENTIALITY

20.1 Each party undertakes to the other that it shall keep (and shall procure that its directors and employees shall keep) secret and confidential and shall not use or disclose to any other person any information or material of a technical or business nature relating in any manner to the business, products or services of the other party which the receiving party may receive or obtain in connection with or incidental to the performance of the Agreement but subject to the remaining provisions of this

Clause 20.

20.2 Notwithstanding Clause 20.1, the receiving party shall not be prevented from using any general knowledge, experience and skills not treated by the disclosing party as confidential or which do not properly belong to the disclosing party and which the receiving party may have acquired or developed at any time during the term of the Agreement.

20.3 Notwithstanding Clause 20.1, the receiving party shall not be prevented from using the information or material referred to in Clause 20.1 above to the extent such information or material comes into the public domain otherwise than through the default or negligence of the receiving party.

20.4 Notwithstanding Clause 20.1, either party shall have the right to communicate any information concerning the other party to any Government department, regulatory body or any other form of enforcement authority or as may be required by law.

21. ASSIGNMENT

The Customer shall not assign or transfer any of the Customer’s rights or obligations under the Agreement without the prior written consent of the Company.

22. CLAUSE HEADINGS

Clause headings are for ease of reference but do not form part of the Agreement and accordingly shall not affect its interpretation.

23. ENTIRE AGREEMENT

23.1 The Services are provided subject to the Conditions to the exclusion of any other terms and conditions such that and for the avoidance of doubt no terms and conditions contained in any document previously sent by the Customer to the Company prior (or subsequent to) the Order Form being signed by the Customer shall be of any effect with respect to the Agreement unless expressly agreed in writing by a director of the Company.

23.2 The Customer acknowledges that in entering into the Agreement the Customer has not relied on and shall not be entitled to rescind the Agreement or to claim damages or any other remedy on the basis of any representation, warranty, undertaking or other form of opinion or statement made by or on behalf of the Company save where expressly contained in the Agreement.

23.3 The Parties hereby agree that the Agreement constitutes the entire agreement between the Parties in respect of the Services.

24. VARIATION

24.1 The Company reserves the right to vary the Conditions as a result of changes required by its insurers, for operational or administrative reasons or in order to comply with changes in the law.

24.2 A current version of the Conditions may be found on the Company’s website.

24.3 The Company will provide the Customer with 14 days’ notice of any significant changes to the Conditions.

24.4 The Customer will keep the Company promptly informed of any changes to the Customer’s address and such other information as may affect the payment of charges due.

25. LAW AND JURISDICTION

The Agreement is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the Courts of England and Wales.

26. THIRD PARTY RIGHTS

The Parties agree that it is not hereby intended that any rights should be conferred upon or enforceable by any third party as defined in the Contracts (Rights of Third Parties) Act 1999 unless the context otherwise permits.

Syncronicity Ltd: Acceptable Use Policy

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It is a requirement of the Syncronicity Terms and Conditions that all users of its network or services accept and adhere to the Syncronicity Acceptable Use Policy (AUP) for Internet Access. Syncronicity may change this policy to include changes in the law or in the acceptable practice of internet use and reserves the right to make such changes without notice and whenever required. All our users are responsible for ensuring that they have read and understand the current policy.

Compliance with this AUP is a contractual requirement. If you fail to observe the terms of this policy your account or service may be liable to termination or suspension. In the event that an account is suspended, Syncronicity may be prepared, at its sole discretion, to restore the account on receipt of a written statement that the user will not commit any further abuse of the service. Any charges to re-instate service will be passed on.

Syncronicity's relationship with its clients, its partners and other network providers depends on responsible conduct from all users. Syncronicity will not hesitate to protect itself and other clients and networks should any form of abuse be found to be occurring.

Use of Networks and the Internet in General:

  • Email
  • Web usage
  • Abuse of Syncronicity services

Use of networks and the Internet in General:

You must not use the service for the transmission of illegal material. The user agrees to refrain from sending or receiving any materials which may be deemed to be offensive, abusive, indecent, hard-core or paedophile pornography, defamatory, obscene, menacing or otherwise as prohibited by current and future statutes in force. The user agrees to refrain from sending or receiving any material which may be in breach of copyright (including Intellectual Property Rights), confidence, privacy or other rights.

If you are in any doubt as to the legality of what you are doing, or propose to do, you should either take independent legal advice or cease that usage.

You should be aware that the storage, distribution of or transmission of illegal materials may lead to investigation and possible prosecution by the relevant authorities.

You must not gain or attempt to gain unauthorised access to any computer systems for any purpose. In addition to being a breach of this AUP, such action may lead to criminal prosecution under the Computer Misuse Act.

You must not send data to the internet using forged addresses or data which is deliberately designed to adversely affect remote machines (including but not limited to denial of service (DDoS), worms and viruses, Trojans and ping storms).

You must ensure that local PCs and network connected servers are not configured to allow open relay and must not participate in the sending of unsolicited bulk email (commonly referred to as 'spam' ,'UBE','UCE' ).

You are prohibited from running 'port scanning' or other software intended to probe, scan, test the vulnerability of or access remote systems or networks except in circumstances where the remote user has given express permission for this to be done. Syncronicity may ask for evidence of such permission.

You may not divulge your network passwords to third parties and should take all reasonable steps to ensure that such information remains confidential.

Email

Sending and receiving email involves the same responsibilities and approach as would be used when sending or receiving any other form of communication - written or printed mail, fax, telephone call etc. Most users fully understand what would be considered appropriate and acceptable when communicating with others and apply these considerations to their use of email. There are occasions when some users send mail or engage in online communication that others consider unacceptable - generally regarded as abuse by the online community.

If you find it difficult to determine what might be considered 'abuse' with online communication you should realise that, in general terms, anything that might be unacceptable, and possibly illegal, in other forms of communication will be equally unacceptable and possibly illegal online.

You should not send emails that might cause annoyance, inconvenience or anxiety to a recipient.

You should not send any emails likely to cause distress or any material which is offensive, indecent, obscene, menacing or in any way unlawful.

You must not use Syncronicity mail services or network to send email to any user who does not wish to receive it.

You must not use Syncronicity mail services or network to send unsolicited email, in bulk (commonly known as 'spam') or individually.

You must not use Syncronicity mail services or network with intent to deprive others of service ('mail bomb').

You must not use false mail headers or alter the headers of mail messages in such a way as to conceal the identity of the sender.

You must not use any email address that you are not authorised to use.

You must ensure that any email servers connected to the Syncronicity network and operated by you are not configured to allow 'open relay'. Customers who abuse the Syncronicity email service will be notified that their behaviour is unacceptable and may have their accounts suspended, terminated or blocked.

Syncronicity reserves the right to restrict or block internet traffic to or from a Customer server, without prior notification, in the event of a failure to abide by the published terms of the Acceptable Use Policy. This may include, but not exclusively, the transmission of unsolicited email or the presence of an open mail relay.

If a customer account or service is suspended or blocked due to abuse, then service may be restored at Syncronicity's sole discretion and generally will only be restored on receipt of a written assurance of future compliance with this Policy and on payment of an administrative charge for restoration of service.

Web Usage

Web usage includes the use of web space provided with client accounts, web hosting on Syncronicity servers and the use of web services and space on customer colocated servers.

Syncronicity cannot and does not proactively monitor content on any web space maintained by customers (whether customer space, web hosted or colocated services) and cannot and does not guarantee that such sites are free of illegal content or other materials that may be considered unacceptable.

You undertake sole responsibility for the content of web pages owned and or operated by you - whether on client pages, web hosted space or colocated servers - within the Syncronicity domain or other domains hosted within the Syncronicity network.

You undertake sole responsibility to ensure that all materials on any web site owned or operated by you contains material that you have created or have permission to use.

You undertake sole responsibility for any dispute involving Copyright or Intellectual Property Rights associated with your site or service.

You must not use your website or web service to promote or distribute any material or content that is illegal (under any current or future legislation). You should be aware that the internet is a global communications network and what may be legal in the UK may be illegal elsewhere and leave you liable to prosecution in another country. Syncronicity may undertake investigation of content services if potential abuse is brought to its attention and reserves the right to remove any web page on our servers at any time and for any reason.

Abuse of Syncronicity Services - Action by Syncronicity

Please address all complaints about abuse of Syncronicity services to support@Syncro-IT.co.uk.

Syncronicity reserves the right to investigate suspected or potential abuse of its Acceptable Use Policy. If we become aware of possible abuse, either through our own investigations or through referral by another user or by a third party, we may begin an investigation that may include gathering information from all potential parties and materials on our servers. Syncronicity reserves the right to suspend accounts or access during such investigations and/or to remove materials from servers (on a temporary or permanent basis). All actions will be determined on an individual basis and will not be taken to form any precedent.

Syncronicity customers who engage in abuse of the network and/or the internet will be notified that their behaviour is unacceptable and may have their accounts suspended or terminated if such abuse continues. If a customer account or service is suspended or blocked due to abuse, then service may be restored at Syncronicity's sole discretion and generally will only be restored on receipt of a written assurance of future compliance with this policy and on payment of an administrative charge for restoration of service.

All Syncronicity users acknowledge that Syncronicity may be required by current or future legislation to access, store, copy or otherwise customer data stored within or transmitted by our service. By accepting this Acceptable Use Policy you expressly agree that we may access and use your personal data or other account information in connection with any such investigation and may disclose such data to any third party who has a legitimate interest in the data, investigation or outcome.

Syncronicity reserves the right to terminate service, with immediate effect and without further obligation or liability to customers, as required by any law enforcement authority or by the Courts of the United Kingdom.

Regulation of Investigatory Powers

Syncronicity undertakes to take action required under the provisions of the Regulation of Investigatory Powers Act and will fully cooperate with the appropriate UK authorities.

 

Syncronicity Ltd: Data Protection

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Personal data collected by Syncronicity Limited.

Syncronicity Limited (hereinafter referred to as "Syncro-IT" "us" "we" or "our") needs to collect and use personal data about people including past, present and prospective customers in order to carry on its business and meet its customers' requirements effectively. We recognise that the lawful and correct treatment of personal data is very important to successful operations and to maintaining our customers' confidence in ourselves.

When handling such information, Syncro –IT and all staff or others who process or use any personal information, must comply with the Data Protection principles which are set out in the Data Protection Act 1998 (the Act). In summary these state that personal data shall:

  • be processed fairly and lawfully,
  • be obtained for a specified and lawful purpose and shall not be processed in any manner incompatible with the purpose,
  • be adequate, relevant and not excessive for the purpose
  • be accurate and up-to-date,
  • not be kept for longer than necessary for the purpose,
  • be processed in accordance with the data subject's rights,
  • be kept safe from unauthorised processing, and accidental loss, damage or destruction,
  • not be transferred to a country outside the European Economic Area, unless that country has equivalent levels of protection for personal data, except in specified circumstances.

Syncronicity Ltd.’s data protection registration number is Z165719X.

Online data collection

You can visit our websites without disclosing any personally identifiable information about yourself (although please note that we may use cookies and collect other non-personally identifiable information about your browsing activity - see below for more information).

If you do submit personal information by ordering products, or services, for example, you can be assured that we will use your personal information only to support your continuing relationship with us.

We have provided this Data Protection Statement to help you understand how we collect, use and protect your information when you visit our websites and when you generally use our products and services. You should read this notice in conjunction with the Terms & Conditions of use for our services.

Cookies

We may use cookies to record details such as a user identity and general registration details on your PC. This helps us recognise you on subsequent visits so that you don't have to re-enter your registration details each time you visit us and allows us to carry out activities mentioned in the below section "Non-personally identifying information".

Depending upon the type of browser you are using, you may be able to configure your browser so that: (i) you are prompted to accept or reject cookies on an individual basis or (ii) you may be able to prevent your browser from accepting any cookies at all. You should refer to the supplier or manufacturer of your web browser for specific details about cookie security.

Personal information collection

We endeavour to collect and use your personal information only with your knowledge and consent and typically when you order and subsequently use products and services, make customer enquiries, register for information or other services, request product information, submit a job application or when you respond to communications from us (such as questionnaires or surveys).

The type of personal information we may collect could include, for example, your name and postal address, date of birth, gender, telephone and fax numbers, email address, and credit/debit card information; lifestyle and other information collected on registration or through surveys. If you choose to provide us with personal information it will be used in support of the intended purposes stated at the time at which it was collected, and subject to any preferences indicated by you.

 

Non-personally identifying information

We may also collect non-personally identifying information about your visit to our websites based on your browsing activities. This information may include the pages you browse and products and services viewed or ordered for example. This helps us to better manage and develop our sites, to provide you with a more enjoyable, customised service and experience in the future, and to help us develop and deliver better products and services tailored to your individual interests and needs.

How we use your information

We may use your information for a number of purposes including: processing your orders and managing and administering your account; delivering any services, products or information requested by you; responding to complaints or account enquiries; administering debt recoveries; verifying your identity when required (you may lose your password or security information for example, and we may then need to ask you for other 'identifiable' information to protect your data from unauthorised access).

We may also undertake market and product analysis based on your use of our services and products and contact you with information about new developments, products, services and special offers by post, telephone and automated means such as mobile text message (SMS), Email and the world wide web (subject to any preferences expressed by you).

We may also tell you about the products and services of carefully selected third parties and allow you to receive advertising and marketing information from those selected third parties without passing control of your personal information to the third party.

This helps us to make you aware of products and services that we may have specially negotiated for our own customers and which may be of individual interest to you. You acknowledge that by providing data to us, you consent to the processing of your data in accordance with this Data Protection Statement. However, you can contact us at anytime to have your details removed from lists used by us for direct marketing purposes, to update your information or to otherwise tell us how you would like to receive information about our and/or third party products and services - the choice is yours.

To update your marketing preferences please email info@syncro-it.co.uk and quote your mobile and/or account number in the body of the email and tell us what you want us to do (i.e. 'opt-out Email', 'opt-out SMS' etc. or if you have previously objected to receiving information by post for example, but would now like to change your mind and receive information then just say, 'opt-in post' in the subject header of your email).

Disclosure of information to others

We may disclose information about you, your account and your mobile phone to (i) companies within the Syncronicity Ltd group for the purposes and subject to the terms of this Data Protection Statement; and (ii) in the event that we undergo re-organisation or are sold to a third party, in which case you agree that any personal information we hold about you may be transferred to that re-organised entity or third party for the purposes and subject to the terms of this Data Protection Statement.

For the purposes of this Data Protection Statement, "Syncronicity Ltd" means Syncro –IT, Associated Consultancy Services, or any company or other entity in which Syncronicity Ltd. (directly or indirectly) owns more than 15% of the issued share capital.

Please note that Syncronicity Ltd. does not sell or pass your personal information to third parties (other than as set out in the paragraphs above) unless you have given us permission or unless it is necessary to deliver the products and services ordered or used by you. For example, we may disclose your data to a credit card company to validate your credit card details and obtain payment when you buy a product or service.

Syncronicity Ltd. may also be obliged to disclose your personal information to meet any legal or regulatory requirements or obligations in accordance with applicable law.

Access to your information

You can write to us at any time to obtain details of the personal information we may hold about you. Please write to: Data Protection Manager, Syncronicity Limited, First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffs. ST189 5RN.

Please quote your name and address together with your mobile and/or account number. We would be grateful if could also provide brief details of what information you want a copy of (this helps us to more readily locate your data.)

We will take all reasonable steps to confirm your identity before providing you with details of any personal information we may hold about you.

We may charge £20 to cover the administration costs involved.

Information security

Syncronicity Ltd. recognises that its customers are increasingly concerned about how companies protect personal information from misuse and abuse and about privacy in general. Syncronicity Ltd. is constantly reviewing and enhancing its technical, physical and managerial procedures and rules to protect your personal data from unauthorised access, accidental loss and/or destruction. We use industry standard secure sockets layer (SSL) technology, for example, to encrypt sensitive information such as your credit card and other financial information.

Please be aware that communications over the Internet, such as emails/web mails, are not secure unless they have been encrypted. Your communications may route through a number of countries before being delivered - this is the nature of the World Wide Web/Internet. Syncronicity Ltd cannot accept responsibility for any unauthorised access or loss of personal information that is beyond our control.

Internal data protection procedures

The Syncronicity Ltd. internet usage policy pertains to employee action across the Syncronicity Ltd network. The policy is signed by all staff and not only restricts access to information but dictates acceptable internet communication while on the company network. The following standards allow us to safeguard the data within our systems:

  • No messaging software is allowed excluding Hip Chat, Intervals Time task.
  • No personal email accounts set up on company profile/computers.
  • No personal email on company computers accessed by web based portals.
  • No remote connections to external computer based systems, i.e. ssh, vnc, rdp, telnet.
  • No proxying of connections to external based computer systems.

Using a domain controller system, Syncronicity is able to monitor internet usage and uphold this usage policy.

Employee records

All employee records are maintained and updated by our HR manager. In addition, internal systems allow and encourage staff to make appropriate changes to certain personal data such as home address and telephone number and view only their own personal records.

Appraisal, review and training documentation are securely stored in hard copy or behind password protected computer systems. These are made available to staff upon request.

We retain employee and client records in accordance with the latest Data Retention directives and destroy information as directed therein. All prospective staff are background checked and references checked before particulars of employment are agreed.

Data protection support

Syncronicity reserves the right to amend or modify this Data Protection Statement at any time and in response to changes in applicable data protection and privacy legislation.

If you have any enquiry about Syncronicity Ltd.s data protection and privacy policy or practices, please write to: Data Protection Manager, Syncronicity Limited. First Floor, The Chase Goldf Club, Pottal Pool Road, Penkridge, Staffs. ST19 5RN or send an email to: info@syncro-it.co.uk.

Monitoring and or recording of all your communications

Monitoring or recording of your calls, emails, text messages and other communications may take place in accordance with UK law, and in particular for business purposes, such as for quality control and training, to prevent unauthorised use of our websites, to ensure effective systems operation and in order to prevent or detect crime.

Syncronicity Ltd: Privacy Policy

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Syncronicity Limited (hereinafter referred to as "Syncronicity " "us" "we" or "our") is committed to respecting your privacy and to complying with applicable data protection and privacy laws. You can visit our websites without disclosing any personally identifiable information about yourself (although please note that we may use cookies and collect other non-personally identifiable information about your browsing activity - see below for more information).

If you do submit personal information by ordering products, or services, for example, you can be assured that we will use your personal information only to support your continuing relationship with Syncronicity .

We have provided this Privacy Policy Statement to help you understand how we collect, use and protect your information when you visit our websites and when you generally use our products and services. We wish to help you make informed decisions, so please take a few moments to read the sections below and learn how we may use your personal information.

You should read this notice in conjunction with the Terms & Conditions of use for Syncronicity services.

Personal Information Collection

We endeavour to collect and use your personal information only with your knowledge and consent and typically when you order and subsequently use products and services, make customer enquiries, register for information or other services, request product information, submit a job application or when you respond to communications from us (such as questionnaires or surveys).

The type of personal information we may collect could include, for example, your name and postal address, date of birth, gender, telephone and fax numbers, email address, and credit/debit card information; lifestyle and other information collected on registration or through surveys. If you choose to provide us with personal information it will be used in support of the intended purposes stated at the time at which it was collected, and subject to any preferences indicated by you.

Non-personal Identifying Information

We may also collect non-personally identifying information about your visit to our websites based on your browsing activities. This information may include the pages you browse and products and services viewed or ordered for example. This helps us to better manage and develop our sites, to provide you with a more enjoyable, customised service and experience in the future, and to help us develop and deliver better products and services tailored to your individual interests and needs. From time to time, we may also use your information to contact you for market research and marketing purposes. We may contact you by email, phone, fax or mail.

How will we use your information?

We may use your information for a number of purposes which includes: processing your orders and managing and administering your account; delivering any services, products or information requested by you; responding to complaints or account enquiries; administering debt recoveries; verifying your identity when required (you may lose your password or security information for example, and we may then need to ask you for other 'identifiable' information to protect your data from unauthorised access).

We may also undertake market and product analysis based on your use of our services and products and contact you with information about new developments, products, services and special offers by post, telephone and automated means such as mobile text message (SMS), Email and the world wide web (subject to any preferences expressed by you).

We may also tell you about the products and services of carefully selected third parties and allow you to receive advertising and marketing information from those selected third parties without passing control of your personal information to the third party.

This helps us to make you aware of products and services that we may have specially negotiated for our own customers and which may be of individual interest to you. You acknowledge that by providing data to us, you consent to the processing of your data in accordance with this Privacy Policy Statement. However, you can contact us at anytime to have your details removed from lists used by us for direct marketing purposes, to update your information or to otherwise tell us how you would like to receive information about our and/or third party products and services - the choice is yours.

To update your marketing preferences please email info@syncro-it.co.uk and quote your mobile and/or account number in the body of the email and tell us what you want us to do (i.e. 'opt-out Email', 'opt-out SMS' etc. or if you have previously objected to receiving information by post for example, but would now like to change your mind and receive information then just say, 'opt-in post' in the subject header of your email).

When will we disclose your information to others?

We may disclose information about you, your account and your mobile phone to (i) companies within the Syncronicity Group for the purposes and subject to the terms of this Privacy Policy Statement; and (ii) in the event that we undergo re-organisation or are sold to a third party, in which case you agree that any personal information we hold about you may be transferred to that re-organised entity or third party for the purposes and subject to the terms of this Privacy Policy Statement.

For the purposes of this Privacy Policy Statement, "Syncronicity Group" means Syncronicity Ltd and Associated Consultancy Services, or any company or other entity in which SYNCRONICITY Group owns (directly or indirectly) more than 15% of the issued share capital.

Please note that Syncronicity does not sell or pass your personal information to third parties (other than as set out in the paragraph above) unless you have given us permission or unless it is necessary to deliver the products and services ordered or used by you. For example, we may disclose your data to a credit card company to validate your credit card details and obtain payment when you buy a phone or other product or service.

Syncronicity may also be obliged to disclose your personal information to meet any legal or regulatory requirements or obligations in accordance with applicable law.

Cookies

We may use cookies to record details such as a user identity and general registration details on your PC. This helps us recognise you on subsequent visits so that you don't have to re-enter your registration details each time you visit us and allows us to carry out those activities mentioned in the above section "non-personally identifying information".

Depending upon the type of browser you are using, you may be able to configure your browser so that: (i) you are prompted to accept or reject cookies on an individual basis or (ii) you may be able to prevent your browser from accepting any cookies at all. You should refer to the supplier or manufacturer of your web browser for specific details about cookie security.

Access to your Information

You can write to us at any time to obtain details of the personal information we may hold about you. Please write to: Data Protection Manager, Syncronicity Ltd. First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffs. ST19 5RN

Please quote your name and address together with your mobile and/or account number. We would be grateful if could also provide brief details of what information you want a copy of (this helps us to more readily locate your data).

We will take all reasonable steps to confirm your identity before providing you with details of any personal information we may hold about you.

We may charge £20 to cover the administration costs involved.


Information Security

Syncronicity recognises that its customers are increasingly concerned about how companies protect personal information from misuse and abuse and about privacy in general. Syncronicity is constantly reviewing and enhancing its technical, physical and managerial procedures and rules to protect your personal data from unauthorised access, accidental loss and/or destruction. We use industry standard secure sockets layer (SSL) technology, for example, to encrypt sensitive information such as your credit card and other financial information.

Please be aware that communications over the Internet, such as emails/webmails, are not secure unless they have been encrypted. Your communications may route through a number of countries before being delivered - this is the nature of the World Wide Web/Internet. Syncronicity cannot accept responsibility for any unauthorised access or loss of personal information that is beyond our control.

Privacy Support

Syncronicity reserves the right to amend or modify this Privacy Policy Statement at any time and in response to changes in applicable data protection and privacy legislation.

If you have any enquiry about Syncronicity's data protection and privacy policy or practices, please write to: Data Protection Manager, Syncronicity Ltd. First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffs. ST19 5RN or send an email to: info@syncro-it.co.uk

Monitoring and or recording of all your Communications

Monitoring or recording of your calls, emails, text messages and other communications may take place in accordance with UK law, and in particular for business purposes, such as for quality control and training, to prevent unauthorised use of Syncronicity's websites, to ensure effective systems operation and in order to prevent or detect crime.

Associated Consultancy Services Support & Maintenance Contract Terms & Conditions

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Definitions in this agreement

“ACS shall mean Associated Consultancy Services. The First Floor. The Chase Golf Club. Pottal Pool Road. Penkridge, Staffs ST19 5RN.
“Customer” means the company, organisation, person or persons that enter into the agreement for the supply of Support services.
“Users” and or “End Users” means the individual(s) using the products and or services
“Account” means the confidential file where the details of the customer are held.
“Agreement” means a contract for the provision of ACS’s Support Services signed by both parties (ACS and the Customer). The agreement declares that the customer accepts ACS’s Support & Maintenance Contract Terms and Conditions and agrees to the provision of services as outlined in the support schedule.
“Support Schedule” means the schedule to the Agreement listing the services, products, software and or applications covered under the agreement
“SLA” means the Service Level Agreement that dictates the Response Times provided by ACS to the Customer for Incidents and the availability / regularity of services.
“System Audit” means an assessment of the customer system(s) by an ACS consultant in order to gain the necessary understanding of the system for ACS to be able to supply the required level of support. “The Initial period” means the period of 12 months from the commencement of the Support Contract. The services will be provided for a period of one calendar year (or part thereof) from the date of this agreement for the price specified in the schedule.
“Subsequent period(s)” means the subsequent period (s) thereafter unless terminated by not less than 1 months written notice to expire at the end of the relevant year.
“Continuity” means the contract is deemed as renewed unless cancellation is received in writing with not less than 1 months’ notice prior to the annual renewal date, any variation on this cancellation notice is at ACS’s discretion.
“Distributor” means any supplier to ACS
“Vendor” and/or “third party software vendor” means the company who has designed or developed the software
“Equipment” means the equipment specified in the Support Schedule
“Roaming Computers/ Users” means a workstation, mobile communication device or user that is not permanently located at the Customer’s site when the workstation or mobile communications device in question is owned by the Customer and is part of the Customer’s domain.
“Server Instance” means a network, email or other server, whether physical or virtual.
“System” means the network, software, Server Instances, or any other item being maintained under the Agreement as defined in the support schedule of the Agreement
“Software” refers to the Software Products specified in the Support Schedule. “Software applies to all parts of software, to new releases, updates and modifications of the software.
“Support Hours” means 9.00am to 5:00pm Monday to Friday excluding public and national holidays. ACS reserves the right to reduce these support hours during Christmas and New Year and will publish any change of hours prior to the period on the ACS website at www.ACS-support.co.uk and also on Syncro-IT website at www.syncro-it.co.uk
“Our representative” means any employee, agent or subcontractor of ACS or other third party.
“Support Service” means any IT Support services as specified in the support schedule. Support may include both proactive and reactive actions to maintain the System’s accepted operational status. There will be times when Changes as opposed to Support are required to maintain the accepted operational status of the System. Such Changes may be deemed as being chargeable.
“Change(s)” mean a modification that is material or otherwise that alters the hardware or software configuration of the System defined in the Agreement.
“Remote support’ means any support given to you by us that is not given on site.
“On Site Support” means the provision of support services by ACS at the customer site(s) as specified in the support schedule. “Customer Site” means the Site or Sites specified in the Support Schedule at which the Customer operates the System defined in the Agreement.

1.0 Contract Cover Details

Associated Consultancy Services (ACS), shall provide telephone, modem, and onsite support if necessary as specified in this agreement.
1.1. ACS will endeavour to respond to requests for support within eight working hours of a call being logged provided that calls requesting support are made between 0900 hours and 1200 hours and 1400 hours and 1715 hours Monday to Friday, excluding Public holidays.
1.2. Contracts are on a labour only basis. Any replacement parts will parts will be invoiced separately.
1.3. Visits to the “Customer’s” premises resulting from a request for support not covered by the agreement will be charged according to ACS’s current chargeable rates at the time, unless otherwise previously agreed between the “Customer” and an authorised representative of ACS. The customer will be notified of any charges before work commences.
1.4. Support does not include system recovery from vandalism; break in, theft, or misuse of the system. In these instances ACS’ services will be charged at the rate prevailing at that time. The customer will be notified of these charges before support work commences.
1.6. Software recovery will only be attempted to the last secure DATA backup available, or if necessary to the reloading of the original software PROGRAM master disks. The provision of these back up devices remains the responsibility of the customer.
1.7. ACS shall not be liable to provide support should the customer or any other party carry out adjustments or enhancements to the customers system without ACS’s prior knowledge and written consent.

1.8. ACS shall not be liable for any consequential financial loss or damage however caused as a result of system failure.
1.9. ACS reserves the right to employ subcontractors in order to carry out any service required under this agreement.
1.10. ACS reserves the right to suspend this agreement in the event of environmental conditions at the customer’s site contributing to equipment or software failure without refund or liability for any losses of whatsoever nature, suffered by the customer during the said suspension.
1.11. In the event of strikes, Acts of God, War or any other cause of events, which prevent ACS from carrying out this agreement, ACS shall not be liable for any losses or damages suffered by the customer.
1.12. The provision of Antivirus and Firewall software / hardware remains the responsibility of the “Customer”. ACS will not be responsible for the maintenance or updates of Antivirus or Firewall software / hardware.
1.13. Travel charge as detailed in Schedule of Support to be calculated and invoiced using standard Microsoft AutoRoute distances from our Cannock Office location.
1.14. ACS will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of any Website or to your downloading of any material from Web or own media hardware.
1.15. This agreement will continue for a minimum period of 12 months from the commencement date and thereafter will continue until the expiry of three months’ notice of termination in writing by either party.
Headings Side headings are for convenience only and shall not affect the construction of the conditions of this contract

2.0 Commencement of Support Service

2.1 Upon commencement of the Support Service Agreement a System Audit will be performed, ACS may at its discretion require the system audit prior to commencement of the Support Service Agreement. ) This agreement is subject to the Equipment being found in a fault free and serviceable condition by inspection. Should the Equipment not be fault free or serviceable any work required to make it so will be considered a chargeable service outside of the terms of this agreement. 2.2 The Customer accepts responsibility for the status of their System prior to the involvement of ACS
2.3 Any deficiencies found during the System Audit will be noted in the report produced and can be corrected or improved by ACS for a fixed price.
2.4 The Customer is under no obligation to commission ACS to resolve issues discovered during the System Audit.
2.5 If the Customer does not wish to adopt recommendations for improving aspects of the System or resolve deficiencies highlighted or if there are omissions in the information provided by the Customer during the System Audit, ACS retain the right to charge additional fees or impose reasonable limits on the Support provided for certain aspects of the System.
2.6 The fees for ACS’s Support Service will be calculated based upon the number of sites, Server Instances and workstations within the Customers IT System along with any other relevant factors or specific requirements the Customer may have. A quotation will be provided to the customer confirming costs for the support service
2.7 The Support Service Agreement will include the Support Schedule. This will be a list of the component parts of the support service and associated SLA’s. The Supplier may at its option temporarily provide a substitute for any of those parts constituting the equipment
2.8 The acceptance of this agreement denoted by the signature on the schedule of an authorised signatory of the parties and the notification by the Supplier of a Maintenance Service Agreement Number (MSAN) will create a contract between the Supplier and the Customer and will be construed as confirming the Customer’s total acceptance of these terms and conditions subject only as may otherwise be agreed in writing to both parties
2.9 Sign off of the Agreement by the Customer will be deemed as acceptance of the support schedule and therefore acceptance of what will be supported under the terms of the Agreement.
2.10 Support Schedules may require amending from time to time depending upon the Customer’s needs and Changes to the System. Any such amendments will be recorded and appended to the Agreement.
2.11 The Support Schedule may include Roaming Computers / Users (usually laptops or mobile communications devices such as iPhones) that are regularly away from the Customer’s Site. Such computers must be owned by the Customer and of a configuration that is consistent with the computers at the Customers Site. This configuration requires Roaming Computers to be within the Customer’s domain architecture and having appropriate Antivirus software installed.
2.12 The Customer will be required to provide confirmation of all Software Licensing applicable to the System either at the commencement of the Agreement or as required by ACS during the Agreement.
CUSTOMER RESPONSIBILITIES
The Customer undertakes to:
2.13 ensure that the environmental and electricity supply conditions are suitable for the Equipment and are maintained in accordance with the Manufacturer’s recommendations.
2.14 use the cabling services of the Supplier where possible. If the cabling services of the Supplier are not used then the Supplier reserves the right to verify that the cabling and associated components are of a sufficient quality and specification for the contracted system. Where the cabling and computer are not up to specification they will be made good at the Customer’s cost.
2.15 allow the Supplier access to the Equipment for maintaining purposes, provide adequate working space and facilities for the Supplier’s staff and will cooperate with them in the diagnosis of Equipment malfunction.
2.16 keep and operate the Equipment in a proper and prudent manner and ensure that only competent and authorised persons are allowed to operate it.
2.17 not move the equipment nor make any addition, modification or adjustment to it without prior written consent of the Supplier nor allow anyone other than the Supplier’s staff to adjust, repair or maintain it.
2.18 use only media which is a type approved by the manufacturer of the Equipment or is used shall not be unreasonably withheld.
2.19 insure any loan Equipment supplied by ACS hereunder to its full value with a reputable insurance company and shall supply confirmation of this in writing. In the event of damage to the said equipment, the customer shall be liable to pay to ACS the cost of repair or replacement of the said equipment
Supply of spares and support from third parties
The Supplier is able to supply the Services under this agreement by the provision of spares and software support from its suppliers. Should the supply of such spares and support be interrupted or curtailed for any reason then the Supplier reserves the right to terminate or amend this agreement.
Information
The Customer agrees to make available to the Supplier’s staff all information concerning its operations as may be necessary for the fulfilment of the Supplier’s obligations under this agreement.

3.0 Requesting Support

3.1 All requests for Support from the Customer must be made via e-mail to our centralised support logging system via support@syncro-it.co.uk. (Syncro is the central support call logging agent for ACS)
3.2 The Customer must inform ACS of any Incidents as soon as is practically possible. If there is a delay informing ACS of obvious warning signs then the fault may grow and cause additional impact.
3.3 Upon receiving notification regarding an issue with the Customer’s System, the issue will be logged as an Incident with an allocated Incident reference number. The Incident reference number along with details of the Incident will be notified to the Customer. The Supplier will use best endeavours to respond to all calls for service within the time specified.
3.4 In the event of the Customer wishing to query the progress of an Incident, the Customer must be able to state the specific Incident reference number to enable ACS to identify the Incident in question.

4.0 Delivery of Support

4.1 Support will be delivered by ACS to the Customer in accordance with the Support Schedule. The Support Schedule will be stated in the Support Service Agreement.
4.2 ACS retains the right to install 3rd party software on the Customer’s System to facilitate the remote connection and delivery of Support to the Customer. In accordance with this right:
4.2.1 If at any stage following the commencement of the Agreement the Customer refuses ACS the right to install / use 3rd party software upon their System for the purposes stated in clause 4.2 above, ACS retains the right to revise any pricing previously agreed for the Agreement or to terminate the Agreement.
4.2.2 ACS warrant to the Customer that all 3rd party software installed upon the Customers System for the purpose stated in clause 4.2 above will be licensed accordingly by ACS
4.2.3 The ownership of 3rd party software installed upon the Customer’s System for the purpose stated in clause 4.2 above will remain vested in ACS
4.2.4 The Customer can request that ACS demonstrate and explain what 3rd party software it intends to install on the Customer’s System and for what purpose it is intended.
4.3 Whilst working on Incidents, Consultants will keep a record of the time they spend and the actions taken. This information will be logged in the ACS Support Application under the specific Incident reference number.
4.4 No guarantees or commitments will be given regarding the length of time required for resolving Incidents.
4.5 In providing Support, Consultants regularly refer to colleagues for help and advice with specific issues in order to resolve incidents as quickly as possible.
4.6 To ensure that Incidents are resolved as quickly as possible and to reduce the reliance on individual Consultants, ACS retain the right to allocate Consultants to Incidents and actions within Incidents as they see fit, depending on the skills, experience and availability of Consultants.
4.7 The support schedule specified in the Agreement will determine the actual Response Times available under the following categories:
4.7.1 All supports calls will be responded to within an 8 working hour timeframe.
4.7.2 On Site Support (Response Times will vary depending on location of Customer Site)
4.8 ACS retains the right to decide whether Support will be delivered remotely or on site at all times.
4.9 If as a consequence of Support being provided, software, other than that installed by ACS for the purpose of facilitating remote connection and the delivery of Support as stated in clause 4.2. is installed, configured or in any way utilised on the Customer’s System the Customer is responsible for having the appropriate license for the intended use of that software.
4.10 The Customer accepts that whilst ACS may advise on software licensing matters the Customer will be legally liable for maintaining, acquiring and proving that appropriate licensing agreements for all software in use on their IT System exists. Consequently the Customer will be solely legally liable to pay any fees, fines or other costs associated with software licensing except for software installed by ACS as per clause 4.2.
4.11 The customer will provide ACS or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require carrying out the work. ACS will not be liable for where its representative cannot provide support as a result of the Customer failing to provide such facilities or assistance.
4.12 All defective parts permanently removed by the Supplier will become the property of the Supplier and the replacements will become the property of the Customer upon payment by the customer.
4.13 The supplier reserves the right to make additional charges to cover abnormal use of the Equipment repairs due to other then fair wear and tear and service calls occasioned by other Equipment malfunction including without limitation operator error, accident, interruption of electricity supply and third party programming errors. (other than authorised by ACS)

5.0 Availability of Support

5.1 Standard Working Hours.
5.1.1 ACS’s standard working Hours for the provision of remote Support services are 9.00AM – 5.00 PM Monday to Friday
(excluding public holidays) unless expressly stated otherwise in the Agreement.
5.1.2 ACS’s standard working Hours for the provision of onsite Support services are 9.00 AM – 5.00 PM Monday to Friday
(excluding public holidays) unless expressly stated otherwise in the Agreement (Including 1 hour for lunch).
5.1.3 Consultants will work on varying shift patterns within the hours stated above. This means that individual Consultants do not necessarily work from 9.00 AM to 5.00 PM on a daily basis.
5.2 Out of Hours Periods.
5.2.1 ACS provide remote helpdesk Support during Out of Hours Periods which are the times beyond ACS standard working hours as outlined in clause 5.1 above, by pre-agreement only.
5.2.2 On Site Support will NOT be available during Out of Hours Periods unless explicitly stated in the Customer’s Support Agreement.
5.3 The Customer is responsible for giving ACS the authority to deal with 3rd party suppliers on behalf of the Customer. When such authority has not been provided, the Support that can be offered by ACS may be limited.
5.4 The full breadth and depth of ACS’s technical skills and expertise will not be available during Out of Hours Periods. Consequently there may be instances when the on duty Consultant reaches the boundary of their experience causing Support to be suspended until other technical members of staff are available.
5.5 When other technical expertise and experience is required in relation to an Incident logged during an Out of Hours Period there is no guarantee that this will be available before the start of the next normal working day
5.6 Planned maintenance (e.g. Server reboots) can be scheduled for Out of Hours Periods at no extra cost to customers with a support agreement.
5.7 ACS cannot guarantee that the remote connection to the Customer’s System will always be available due to issues with the Customer’s System or other external factors beyond the control of ACS (e.g. Internet Service Provider problems).
5.8 When Remote Support cannot resolve the Incident and On Site Support is required, the On Site visit will be arranged for the soonest available point in time during ACS’s standard onsite Support Hours 09.00 AM – 5.00 PM Monday to Friday.
5.9 When an onsite visit is required, it will take place in accordance with the Response Times available within the Customer’s Support Agreement. Consequently there is no guarantee that an onsite Support visit will commence immediately at the start of the next standard hours period (9.00AM)
5.10 When a Customer has an Incident that is being worked upon during normal business hours that remains unresolved at 5.00PM Support will not continue in the Out of Hours Period by default.
5.11 In order for Support on an Incident that remains unresolved at 5.00PM to continue and be worked on beyond 5.00PM, the Customer will be required to specifically request an immediate Out of Hours task to be logged within the Incident in question. 5.12 The Customer can opt to pay for Support during Out of Hours Periods either by:
5.12.1 Agreeing to a fixed fee as part of the overall contract cost in order to be able to log unlimited Out of Hours Support.
The fixed fee will be stated in the Agreement.
OR
5.12.2 Agreeing to pay for Out of Hours Support on a pay as you go basis at an agreed hourly rate stated in the Agreement. 5.12.3 Minimum billing periods will apply when Support has been delivered for part thereof the billing period in question.
(i.e. Up to 30 minutes of Support provision will result in a minimum charge of 1 Hour of time. Between 60 and 90 minutes of Support will result in a charge of 2 hours of time etc…)
5.12.4 When Out of Hours Support is requested on a pay as you go basis, the fees for Out of Hours Support will be invoiced in arrears as/when applicable as a separate line item in ACS’s Support invoices.
5.12.5 All Out of Hours Support Incidents logged will be subject to a minimum billing period of 60 minutes, followed by subsequent billing periods of 60 minutes.
5.13 ACS retains the right to revise the fees for Out of Hours Support from time to time and will notify Customers in advance in accordance with the guidelines stated in the Agreement from time to time.

6.0 Scheduled Maintenance

6.1 Where your support contract provides for, in addition to Telephone, Remote & onsite Support, ACS will provide regular scheduled maintenance visits as set out in the support schedule.
6.2 During the maintenance visit a consultant will attend site for the provision of maintenance services which will include, but not limited to, checking successful operation
of backup procedures, disk management and server updating/patching and other general servicing procedures.
6.3 Once the regular checks of the server(s) and systems have been completed any remaining time may be used for other IT associated purposes, i.e. installations or other work as requested by the customer.

7.0 Chargeable Services

7.1 A “Change” may be in the form of urgent repair work deemed as being within the scope of the Support contract in order to maintain the accepted operational status of the System. Alternatively a Change may be an enhancement for security, stability, scalability or functionality reasons that will not be covered within the scope of the Support Service Agreement unless undertaken at the discretion of ACS as a proactive measure.
7.2 Requests from Customers for Changes to their System not deemed as being implicit within the ongoing Support duties required under the scope of this Agreement will normally be chargeable as separate pieces of work. ACS will however assess each request on a request by request basis. If a request can be completed via remote support within a 30minute period there will not normally be a charge, any work requiring longer involvement will be charged in billing periods of 60 minutes at the rate specified in the support agreement.
7.3 For separate pieces of work in the form of “consultancy” or “project work”, charges will be at the hourly rate as set out in the support agreement, unless a fixed price has been pre-agreed in the form of supporting quotes and proposals. The Customer will be required to confirm commencement of such work via sign off of a work sheet.
7.4 ACS will always endeavour to seek the Customer’s approval for chargeable Changes in advance, however, ACS retain the right to perform chargeable Changes that fall outside of the Agreement without prior sign off if deemed absolutely necessary for the continued operation of the Customer’s System.
7.5 ACS retains the right to revise the fees charged for ongoing Support under the Agreement following the implementation of Changes.
7.6 Any Changes performed by ACS to the System will be Supported under the Agreement, once any warranty periods have expired, and pending agreement being reached on revised fees for ongoing Support (if applicable).
7.7 The Customer retains overall responsibility for their System. Any Changes made to the System by the Customer or a 3rd party instructed by the Customer, may be approved in principle prior to being implemented. However, such changes will only be covered by the Agreement once approved by ACS upon completion of the implementation.
7.8 For such Changes to be approved upon completion, ACS must receive appropriate details from the Customer in a timely fashion in order to assess the impact they will have on the System and if they may cause the need for additional Support.
7.9 If accepted, with or without an increase to the fees charged via the Agreement, the Changes will be noted in Appendix 1 of the Support Service Agreement.
7.10 If Support is required for an unapproved System Change or another System, ACS will endeavour to provide Support under the terms of the Agreement, however ACS retain the right to refuse Support or impose additional charges as necessary.
7.11 If the Customer’s System grows in numbers of workstations or Server Instances by 5% over any given period, ACS retains the right to instigate a System review.
7.12 The result of the System review may lead to the fees charged under the Agreement to be revised.

8.0 Exclusions/Excluded Work

8.1 Customers must accept that computers, software and their associated products can be supplied in an imperfect state or can develop faults over time and that ACS’s role is to reduce the effects of such imperfections rather than to eliminate them.
8.2 ACS retains the right to exclude 3rd party software from the scope of the Agreement.
8.3 When 3rd party software is included within the scope of the Agreement, Support will only be provided to users that have a reasonable level of competency and once the user has used help files and other resources available from the vendor.
8.4 ACS do not commit to having experts available for all 3rd party software and therefore cannot guarantee being able to resolve all Incidents relating to 3rd party software logged and will not provide training under the terms of the Agreement.
8.5 When 3rd party information or services are provided ACS can make no guarantees about quality or suitability.
8.6 ACS cannot guarantee that any 3rd party software including but not limited to Antivirus, security and firewall software, whether or not recommended by ACS will keep computer(s) free of errors, viruses, worms, Trojans, email spam, spy ware, hacking or any other unauthorised access.
8.7 In certain circumstances when an issue exists with an aspect of the Customer’s System, ACS may recommend a solution that will require a capital cost outlay by the Customer. Such costs will not be covered by the Agreement.
8.8 If the Customer chooses not to adopt the solution recommended by ACS and the issues continue, ACS retains the right to refuse or limit Support in respect of the item / issue in question.
8.9 Alternatively a higher charge for continued Support for the item / issue may be introduced to reflect the additional effort that would not have been required if the recommendation were adopted.
8.10 ACS will require Administrator-level access to the System at all times
8.11 ACS cannot be held responsible for being unable to provide Remote Support due to a lack of remote access to the System, when the lack of remote access results from a problem with connectivity that is beyond ACS’s control.
8.12 ACS will respond to Incidents in accordance with the Support Schedule that is specified in the Agreement.
8.13 ACS retains the right to decide the appropriate course of action for each Incident and will follow the necessary troubleshooting steps in order to diagnose and then rectify the Incident.
8.14 Depending upon the nature of the Incident, ACS may have to impose a workaround to rectify the Incident as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if the Customer decides not to proceed with a permanent fix.
8.15 A workaround may be of a technical nature or may involve changing a manual business process performed by the Customer.
8.16 ACS will always aim to return the affected area of the System to an acceptable operational state, however depending on the nature of the problem this may not be possible without Changes to the System being made as in accordance with the Changes as described in section 6.
8.17 ACS retains the right to not install, configure or Support any software for which the Customer cannot provide / produce a valid license for.
8.18 Other services not included as standard within the scope of the Agreement include:
8.18.1 Procurement of new or replacement hardware, software of whatever nature.
8.18.2 Installation, physical removal or relocation of hardware and software.
8.18.3 Provision of Hardware warranty for repairs or replacement of equipment including but not limited to networked printers, photo copiers, fax and scanning machines (The Customer is responsible for keeping records of all 3rd party warranties and licences).
8.18.4 Provision of Antivirus Software (ACS will make recommendations but the Customer will remain responsible for purchasing the appropriate licence).
8.18.5 Technical or end user training on the Customer’s System or 3rd party applications.
8.18.6 Internet connections email and web hosting services and remote file storage services.
8.18.7 Work required as a result of operator error or any other improper use, care of or accident to the system, or any failure of or change in: electricity, air conditioning, humidity control or other environmental or operating conditions not recommended or approved by ACS, or by the system manufacturer
8.18.8 Electrical or other work external to the equipment.
8.18.9 Work on any item of the equipment that has been moved, repaired or tampered with by any person other than one of ACS’s representatives.
8.19. Fair Usage Policy
Associated Consultancy Services monitors Fair Usage by recording ‘man-hours’ spent on calls, dial-ins, site (where applicable) and workshop. Individual months where the figures exceed the fair usage quota are ignored as a good faith gesture unless the usage is considerably over. Labour is recorded over time and if figures are consistently exceeding its FUA, we will ask the customer to purchase additional blocks of support to cover additional support.

9.0 Complaints

9.1 In the event of a complaint in respect of ACS’s Support Services in whole or part, the Customer shall notify ACS as soon as possible.
9.2 When a Customer needs to raise a complaint, the complaint should be lodged with a director of ACS either verbally or in writing. The Director will then investigate the complaint to resolve the issue or provide a full explanation of the actions / issues that resulted in the complaint.
9.3 If ACS fail to resolve the Customers complaint in a reasonable and or timely fashion, the Customer may exercise its right to terminate the Agreement with immediate effect as outlined in section 13.
9.4 In the event that the Customer is dissatisfied with the quality of performance of a Consultant, the Customer must inform ACS immediately, stating the basis for dissatisfaction. If, in the view of ACS, the situation merits it, ACS will withdraw the Consultant immediately and will use its reasonable endeavours to provide a replacement.

10.0 Arbitration

Any dispute, difference or question between the parties with respect of any matter arising out of or relating to this contract which cannot be resolved by the two parties within a reasonable period (but in any case not exceeding 90 days) shall be referred to the arbitration of a person to be appointed by the President of the Law Society in accordance with the provisions of the arbitration’s Act 1950 or any statutory modification or re-enactment thereof.

11.0 Invoicing and Payment

All charges in respect of the Services are due for payment on signing of this agreement and thereafter at the anniversary date. No (MSAN) Maintenance Service Agreement Number will be issued by the Supplier until payment in full has been received and no service will be provided whilst a payment is outstanding. If any sum payable under these terms and conditions becomes overdue the Supplier reserves the right to charge interest on a day to day basis from the original due date of receipt by the Supplier of the sum due. The rate of such interest shall be three percent above the base rate of the Royal Bank of Scotland in force from time to time.
11.1 ACS pricing for the Services are stated on the Support Schedule. This agreement will commence on the date as specified in the attached schedule. The contract will automatically be renewed on each anniversary upon payment by the Customer of the current charges as quoted by the supplier three months prior to the renewal date.
11.2 The prices quoted for the Service are in respect of a monthly charge (or part thereof in the case of additional equipment added to an existing contract) for the maintenance of the equipment listed in the schedule commencing on the date of this agreement and expiring on the anniversary of this (or in this case of add-on equipment the existing) agreement (the Renewal Date).
11.3 All prices quoted are subject to change by the Supplier on the provision of 30 days’ notice to the Customer. Any period of maintenance for which the charges have been pre-paid will unaffected by a change in prices.
11.4 The Customer will be invoiced for ACS’s Support Services in advance and is payable from the date of acceptance of the agreement by both parties and will be subject to the following conditions:
11.4.1 For the initial period of the agreement the customer will not be required to pay any increased support charges. Subsequent period(s) may incur additional charges, and be increased at any time on or after the expiration of the initial period, subject to ACS providing written notification no less than 30 days before such increase.
11.4.2 Upon the customer terminating the Support Service Agreement payments or arrears will be proportionate up to the date of termination.
11.5 The Customer may pay monthly in advance via Standing Order i.e. a January Invoice covers February and is due for payment no later than 1st February by standing order or BACS.
11.5.1 ACS reserves the right to change the payment frequency to annually in advance, where a customer’s payment of monthly invoices is not made promptly by standing order or BACS for a period of 3 months.
11.5.2 The customer will not be eligible to any discount for services if ACS finds it necessary to change the payment frequency to annually in advance.
11.6 If a payment from the Customer is not made for support charges or any part thereof, and remain unpaid for a period of 30 days, ACS may without prejudice to other rights, give notice in writing to the customer requesting payment within seven days, failure to pay within the seven day period may result in termination of the support services and ACS’s obligations under the agreement.
11.7 For work performed on behalf of UK registered organisations all amounts invoiced will be subject to VAT payable at the then prevailing rate, The total support charges for the agreement will be detailed in the support schedule excluding VAT.

12.0 Warranty/Guarantees

All repairs carried out by ACS or our representatives shall be guaranteed for a period of 30 days. This guarantee does not affect the Customers statutory rights.

13.0 Patents and Copyrights

Copyright subsists in the Supplier’s proprietary Software. Software supplied by the Supplier under licence Software supplied to the Customer under licence from other vendors and all documentation relating thereto (where printed or stored magnetically). This agreement does not vary the terms of any licence entered into by the Customer relating to any software product. Under no circumstances does the use, acquisition or maintenance of such Software transfer copyright to the Customer.

14.0 Data security/Recovery

ACS will not be held responsible for any data corruption or loss, howsoever caused. Should any such data loss occur, ACS will make every effort to recover the data. If 3rd party specialist data recovery services are required, then it is the customer’s responsibility to cover the cost for this.

15.0 Termination of Agreement

15.1 The Customer can terminate the Agreement at any time with the provision of 90 days’ notice in writing following the expiration of the initial period.
15.3 ACS can terminate the Agreement or any aspect of it including at any time with 90 days’ notice in writing.
15.4 ACS can terminate the Agreement or any aspect of it with immediate effect if the Customer becomes the subject of a receivership, winding up, administration or bankruptcy order (or a petition is presented in respect of any of these). Or, if it otherwise appears to ACS that the Customer is insolvent and unable to pay its debts as they fall due.
15.5 ACS shall be entitled to terminate the Agreement in the event that the Customer commits a material breach of the Agreement and fails to remedy the breach within 90 days of receipt of written notice from ACS
15.6 The customer shall be entitled to terminate the Agreement in the event that ACS commits a material breach of the Agreement and fails to remedy the breach within 90 days of receipt of written notice from the customer.
15.7 Any termination shall be without prejudice to ACS’s other rights or to the Customers liability for amounts payable under the Agreement.
15.8 In the event of termination of the Agreement, ACS retains the right to uninstall any 3rd party software from the Customer’s System that ACS own the licence for or that ACS have installed on behalf of a 3rd party who own the software licence.

16.0 No Recruitment

16.1 the Customer agrees that during the term of this agreement and for a period of 12 months after its termination it will not employ or engage or offer to employ or engage any member of the Associated Consultancy Service’s or Syncronicity Ltd.’s staff without the prior written consent of the Supplier. The Customer further agrees that employment or an offer to a person in breach of this clause shall result in the Customer being liable to pay damages to the Supplier equivalent to 120 days’ work by the person in question at his or her then current daily fee.
16.2 the Supplier agrees that during the term of this agreement and for a period of 12 months after its termination it will not employ or engaged or offer to employ or engage any member of the Customer’s staff without prior written consent of the Customer. The Supplier further agrees that employment of or an offer to a person in breach of this clause shall result in the Supplier being liable to pay damages to the Supplier equivalent to 120 days’ work by the person in question at his or her then current daily fee.

17.0 Assignment

We may assign, subcontract or otherwise dispose of our obligations under the Agreement or any other agreement between the parties to any other party. Specifically, where we procure that a third party (such as the system manufacturer) provides a preventative maintenance routine, telephone, modem or onsite support or other services to the customer, the customer shall be bound by any additional terms which the third party may impose either on ACS or the customer, and if there is any inconsistency between the terms of business of the third party of and the terms of the Support Services Agreement the terms of the third party terms shall prevail. The customer may not assign the Support Services Agreement without prior written consent by a director of ACS

18.0 Confidentiality

Neither ACS or any of our representatives or customers will, without the other’s written consent , disclose to any third party any information concerning the business or method of working of the other party which may be revealed to it during the period of the agreement or otherwise, except as required by law or to the extent that such information may become public knowledge or may be acquired or generated by either party independently from the other otherwise than by reason of a breach of this clause

19.0 Limitation of liability

19.1 ACS is not responsible for the loss of Customer data. ACS is responsible for ensuring the backup software and related hardware (when applicable) is set up correctly, however, the Customer is ultimately responsible for ensuring the appropriate backups are completed and that tapes are taken off site or otherwise secured appropriately.
It will be the Customers responsibility to change backup tapes.
19.2 The liability of ACS for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the aggregate price paid for the services under the Agreement up to the date in question.
19.3 In no event shall ACS, it’s partners or suppliers be liable for costs of substitute goods or services, nor will they be liable for loss of profits, loss of data or any indirect, special, incidental, consequential or punitive damages however caused, whether due to a breach of contract, negligence or otherwise unless such liability is determined by a Court of competent jurisdiction, without further recourse to appeal, that it was caused by gross negligence, wilful misconduct or fraudulent acts, by ACS
19.4 the Customer indemnifies the Supplier in respect of:
19.4.1 direct physical damage to the Supplier’s property which is established to be the result of negligence by the Customer or its servants or agents.
19.4.2 direct physical injury to or death of any of the Supplier’s servants or agents resulting from the negligence of the Supplier or its servants or agents.
19.4.2 in no event shall the supplier be liable for indirect or consequential damages

20.0 Force majeure

20.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, terrorist activity, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
20.2 If a default due to an Event of Force Majeure shall continue for more than twelve [12] weeks then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an event of Force Majeure.

21.0 Entire Agreement

21.1 The Support Services Agreement supersedes all prior Agreements made between ACS and the Customer for the provision of Support services and constitutes the entire Agreement between the parties relating to ACS’s Support Services.
21.2 The Agreement does not supersede the General Trading Terms and Conditions of ACS for any other business activities that the parties are or have been engaged in or may be engaged in the future.
21.3 No addition to or modification of any provision of these Terms and Conditions shall be binding upon the parties, except as set out herein, unless made in writing and signed by a duly authorised representative of each of the parties.
21.4 If any term, clause or condition of these Terms and Conditions is in violation of any applicable law, statute or regulation, the term, clause or condition in question shall be deemed as being deleted without effect to the remainder of these Terms and Conditions.
21.5 These Terms and Conditions shall remain in full force as if the deleted term, clause or condition had not been included. ACS and the Customer will negotiate, in good faith, alternative terms, clauses or conditions to those deleted that are mutually acceptable to both parties.
21.6 Headings are included for convenience only and shall not affect the interpretation of the Agreement.

22.0 Sole appointment

The customer shall not allow any persons other than ACS or one of its representatives to support the system.

23.0 Notice

23.1 Any notice given under the Agreement by the Customer to ACS shall be provided in writing by post or fax as set out below:
23.2 Postal address: Associated Consultancy Services The First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffs ST19 5RN
23.3 Any notice given under the Agreement by ACS to the Customer shall be provided to the Customer as set out herein and in accordance with the contact details for the Customer stated in the Agreement. The Customer may change its contact details from time to time if required, by the provision of notice to ACS.

24.0 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the
Courts of England and Wales to settle any dispute which may arise in connection with this Agreement, save that ACS has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

 

Syncro - Hosting Terms and Conditions

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1. DEFINITIONS

The following words shall have the following meanings:
1.1 “Agreement” means the physical Order Form (and/or a request for services via an equivalent online method approved by the Company), the Conditions, the AUP and the SLA;
1.2 “Assumptions” means the assumptions referred to in Clause 3.4 (and as may be changed in accordance with Clause 3.5);
1.3 “AUP” means the Acceptable Use Policy of the Company and a copy of which may be found on the Company’s website;
1.4 “Change Recommendation” means the change(s) which may be recommended by the Company at any time in writing in accordance with the mechanism set out in Clause 3.5;
1.5 “Change Request” means the change(s) which may be requested by the Customer at any time in writing in accordance with the mechanism set out in Clause 3.5;
1.6 “Change Response” means the written response provided by the Company to the Customer in accordance with Clause 3.5 following an investigation into the effect(s) of the proposed change(s);
1.7 “Chargeable Day” means one person working on a calendar day for up to seven and a half hours (7.5 hours);
1.8 “Colocation” means the accommodation of equipment owned by the Customer at a data centre operated by the Company and for these purposes “Colocated Equipment” means the equipment so accommodated and “Colocated Space” means the place where the Colocated Equipment is accommodated;
1.9 "Company" means Syncronicity Limited (Company Registration Number 03563803) whose registered office is situated at the First Floor, Chase Golf Club, Pottal Pool Road, Penkridge, Staffs ST19 5RN
These terms also apply to Associated Consultancy Services at the same address.
1.10 “Company’s Network” means the network owned and operated by the Company for the purpose of connecting the Customer to the Internet;
1.11 “Conditions” means these terms and conditions;
1.12 “Customer” means any person or organisation with whom the Company enters into the Agreement and as detailed on the Order Form;
1.13 “Internet” means the global data network comprising interconnected networks to which the Company is connected and provides access to its Customers;
1.14 “Internet Protocol Address” means such sequence of alphanumeric or numeric only characters as assigned by the Company to the Customer in relation to the Specification;
1.15 “Network Operator” means the legal entity or entities responsible for the operation of a communications network;
1.16 “Order Form” means the Company’s standard Order Form signed by the Customer relating to the Services to be provided by the Company to the Customer;
1.17 “Parties” means the Customer and the Company;
1.18 “Password” means the alphanumeric characters chosen and used exclusively by the Customer at its own risk for the purpose of securing and maintaining the exclusivity of its access to the Company’s Services;
1.19 “Services” means the services described in the current Company literature together with such Value Added Services to be provided by the Company to the Customer but excluding all or any representations made by the Company’s distributor which will not form part of the Agreement unless confirmed in writing by the Company prior to the purchase of the Services;
1.20 “Service Commencement Date” means the date identified as the target delivery date on the Order Form;
1.21 “SLA” means the Service Level Agreement of the Company and a copy of which can be found on the Company’s website;
1.22 “Specification” means a detailed written specification of the Services to be provided to the Customer under the Agreement;
1.23 “TCP/IP” is the abbreviation for Transmission Control Protocol/Internet Protocol;
1.24 “Upgrade Usage Charges” means the charges for such predetermined unit of time and/or volume of data together with any charges related to the Valued Added Services from time to time provided by the Company and in each and every case the said charges shall be such rates as are set out or referred to in the Company’s published tariffs and/or such as may be agreed in writing between the Customer and the Company;
1.25 “User” means any person, organisation or other entity that employs the Services provided by the Company and is in most cases the Customer;
1.26 “User name” means a sequence of alphanumeric characters as are used by the Customer to identify itself; and
1.27 “Value Added Services” means the provision of a service (or services) other than the Services which are agreed in writing between the Customer and the Company.

2. ACCEPTANCE OF AGREEMENT

2.1 The Company reserves the right to refuse to enter into any Agreement for the Services but if accepted by the Company the Services shall not be unreasonably withheld without proper justification.
2.2 The Customer acknowledges that the Conditions prevail over any of the Customer’s own standard terms and conditions whether set out on the Customer’s own standard order form or otherwise.
2.3 In the event of any conflict between the Conditions and the Agreement for the Services then the Conditions shall prevail.

3. SERVICES

3.1 The Company shall provide the Services to the Customer having regard to the provisions of the SLA.
3.2 The Parties shall produce and agree the Specification.
3.3 The Parties each agree to dedicate the necessary resources and use all reasonable commercial efforts to meet their respective deadlines set forth in the Specification. Any delay or adjustment in the Specification caused by the Customer’s delay shall be the responsibility of the Customer and the Customer will pay the Company for all costs incurred for wasted time and/or for the rescheduling of booked resources at the Company’s standard daily rates plus expenses.
3.4 In relation to performance dates, the number of Chargeable Days estimated to be required to complete the Services as detailed in the Order Form shall be reviewed following finalisation of the Specification and is based upon the following assumptions (known as “the Assumptions”):
(a) the scope of the tasks performed by the Company will not exceed those stated in the Specification;
(b) the Customer will perform and complete the Customer’s assigned tasks required by the Specification in a timely manner;
(c) the Customer will not suspend or delay the project in any manner without prior authorisation by the Company which shall not be unreasonably withheld;
(d) the Services are performed during normal working hours those being Monday to Friday 9.00 am to 5.00 pm except as otherwise agreed in writing between the Parties; and
(e) the Specification cannot be amended once it has been agreed.
3.5 Without prejudice to Clause 24, changes can only be effected in accordance with the following change control mechanism:
(a) either the Company may recommend, or the Customer may request, at any time in writing changes to any of the Assumptions, to any part of the Specification or other provisions of the Agreement;
(b) the Company will notify the Customer in writing within 10 working days of either the Company making a change recommendation (known as “a Change Recommendation”) or receiving a written request for changes from the Customer (known as “a Change Request”) of the time needed to investigate the implication(s) of the proposed change(s) together with the costs (if any) to be charged by the Company to the Customer for undertaking such an investigation;
(c) assuming the investigation proceeds (since it is for the Customer to give the Company a written instruction to investigate the implication(s) of the proposed change(s) by first having agreed to pay any costs to be charged by the Company to the Customer for undertaking it) the Company will give a written response (known as “a Change Response”) showing the effect(s) of the proposed change(s) including:
(i) a revised estimate of the number of Chargeable Days estimated to complete the Services;
(ii) a revised project timeline;
(iii) any additional expenses that will be incurred;
(iv) any effect(s) on other contractual provisions of the Agreement should the proposed change(s) be implemented and in so doing the Company shall use all reasonable endeavours to ensure that the Change Response is given within 10 working days (or such longer period as may be reasonably agreed between the Parties) of receipt by the Company of a written instruction to investigate the implication(s) of the proposed change(s);
(d) should the Customer wish to proceed with the proposed change(s), it will instruct the Company in writing of its wish as soon as reasonably practicable after receipt of the Change Response but in any event not later than 10 working days of receipt of the Change Response (or such longer period as may be reasonably agreed between the Parties) and in such a case those parts of the Agreement affected by the proposed change(s)once implemented will then be deemed to be varied in accordance with the details set out in the Change Response which will then form part of the Agreement; and
(e) until any change is agreed in writing and implemented the Parties shall continue to perform their respective obligations under the Agreement as if the change had not been proposed.
3.6 All key personnel and subcontractors provided by the Company to perform the Services pursuant to the Agreement shall have the appropriate technical and application skills to enable them to adequately perform their duties. All of the Services shall be performed in a competent and workmanlike manner. The Company will use all reasonable efforts to ensure continuity in staffing of its key personnel.
3.7 The Customer agrees to procure the agreement and understanding of the Customer’s own customers where the Services are to be sold to third parties and procure in writing the agreement of such customers that they agree to terms and conditions no less onerous than those
contained in the Conditions.
3.8 The Customer agrees not to oversell the Services (or any part thereof) under the Agreement to any third party.
3.9 Total data sent and received within the Company’s network is calculated monthly per customer and measured in Gigabytes rounded up to the next 1 Gigabyte.
3.10 The Company does not warrant that the Company’s technology or the Services will be compatible with any equipment, software or other technology not furnished by the Company.

4. THIRD PARTY SOFTWARE AND HARDWARE

4.1 All third party software and hardware shall be sold subject to the Customer’s acceptance of the relevant suppliers’ software licence(s) for such third party software. The Company aims, wherever possible, to pass onto the Customer the benefit of any and all representations and warranties it receives from the respective third party software suppliers but is under no obligation to do so given that such matters lie outside the Company’s control.
4.2 The pricing set forth in the Order Form for third party software is estimated to the extent that the actual cost may differ based upon such variables including (but not limited to) the Customer’s specific requirements, changes to functionality and changes in pricing by the third party software vendors on the date on which the software is ordered all of which said matters lie outside the control of the Company.
4.3 To the extent that third party software is supplied by the Company, the Customer may procure support services in accordance with the details set out in the Order Form but the Company’s offer to provide these support services is contingent upon the Company’s ability to obtain such support from the appropriate third party software supplier as a result of which the Company cannot and does not warrant that such third party software is or will be supported by the Company because such matters lie outside the control of the Company.

5. RIGHT TO CHANGE USERNAME, INTERNET PROTOCOL ADDRESS AND PASSWORD

The Company shall have the right at any time to change the Username, Internet Protocol Address and/or Password allocated by the Company to the Customer for the purpose of essential network maintenance, enhancement modernisation or other work deemed necessary for the effective operation of the Company’s Network.

6. PAYMENTS

6.1 All charges for the Services, as detailed in the Order Form, shall be paid by the Customer to the Company annually in advance unless otherwise agreed in writing between the Parties in the manner prescribed on the Order Form.
6.2 The Company reserves the right to vary all charges to the Customer with one month’s notice but any such variation shall only take effect on the contract renewal date or the anniversary of the contract commencement date (whichever is the earlier).
6.3 Itemised details of excess usage of bandwidth and any other relevant charges may only be made available to the Customer if ordered in advance but the Company in any event reserves the right to make additional charges for the provision of these details.
6.4 All payments shall be due to the Company on presentation of invoice or as otherwise stated on the Order Form. All payments shall be sent to the Company’s registered office as set out in Clause 1.9 above or such other address as may be notified in writing from time to time by the Company to the Customer.
6.5 The Company reserves the right to charge interest on late payments at the rate of 5% above the Bank of England Base Rate in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002.
6.6 All charges and tariffs are quoted exclusive of Value Added Tax.
6.7 The Company reserves the right to change payment terms and require deposits if the Customer is more than 30 days late in making payments during the term of the Agreement in addition to or in lieu of any other remedies set out in the Conditions or otherwise available at law or in equity.

7. USAGE

The Customer hereby agrees to accept and abide by the AUP.

8. EQUIPMENT

8.1 Colocated Equipment shall at all times remain at the Customer’s sole risk such that the Customer shall be responsible for insuring the Colocated Equipment against all risks.
8.2 Equipment leased from the Company shall at all times remain the property of the Company.
8.3 The Customer agrees to:
(a) maintain, at the Customer’s expense, comprehensive general liability insurance with a reputable insurance company for the full replacement cost of any equipment leased from the Company throughout the term of the Agreement;
(b) provide the Company with evidence of the same upon request; and
(c) undertake to ensure that all moneys received from the insurer are paid directly to the Company to meet any claim to which the payment relates.

9. LIABILITY

9.1 Nothing in the Agreement shall limit the Company’s liability to the Customer for death or personal injury resulting from the Company’s negligence.
9.2 Except for the Company’s liability to the Customer listed in Clause 9.1 (where no limit applies), the Company’s liability arising under or in connection with the Agreement for the provision of the Services whether in contract, tort, negligence, breach of statutory duty or otherwise howsoever arising shall not exceed the greater of:
(a) £5000 (FIVE THOUSAND POUNDS): or
(b) the total amounts paid by the Customer under Clause 6.1 in the month when such event (or the first event in any series of connected events) occurs.
9.3 Notwithstanding Clause 9.2, in no case shall the Company be liable either to the Customer or to any third party for or in respects of any indirect, consequential or economic loss including (but not limited to) damage, costs or expenses of any description, loss of profit, business, goodwill, turnover or any other loss arising from its performance or non-performance of its obligations in connection with the Agreement whether arising from breach of contract, tort, breach of duty, negligence or any other cause of action even if the event was foreseeable by the Company or the possibility thereof is or had been brought to the attention of the Company.
9.4 Except for the purposes of Clause 9.1, no action or proceedings against the Company arising out of or in connection with the Agreement shall be commenced by the Customer more than one year after the Services have been rendered and in this respect the Customer acknowledges that this clause constitutes an express waiver of any and all of its rights under any otherwise applicable statute of limitations.

10. SUSPENSION

10.1 The Services may be suspended by the Company 5 days after a notification of suspension has been issued by email or facsimile and without prejudice to the Company’s rights of termination under Clause 11 in the event of the Customer:
(a) failing to make any payment to the Company on the relevant due date for payment;
(b) doing or allowing anything to be done which contravenes the AUP;
(c) exceeding its credit limit without the prior written approval of the Company; or
(d) being in otherwise breach of the Conditions.
10.2 Suspension shall not affect the liability of the Customer to pay charges and other amounts to the Company.
10.3 The Company reserves the right to suspend the Services if the Customer has not paid the required deposit before a stipulated event or exceeds four times the committed amount during the month for any of the Services or as otherwise provided in the Agreement.

11. TERM AND TERMINATION

11.1 The Agreement shall remain in force for a minimum period of 12 months from acceptance of the Customer’s application being the date on which the Order Form was signed by the Customer unless otherwise agreed with the Company and as so stated on the Order Form.
11.2 Termination of the Agreement can be effected:
(a) by the Customer giving the Company not less than 1 month prior written notice (which for these purposes excludes email such that email notification will not be accepted as a valid method of termination) which said period of notice shall expire at any time on or after expiry;
(b) by the Company at any time forthwith if the Customer commits any breach of the Agreement including (but not limited to) non-payment of any fees due;
(c) by the Company giving the Customer 30 days’ prior written notice at its sole discretion for any reason; or
(d) by the Company upon receiving written notification of the institution of insolvency, receivership, bankruptcy or any other proceedings for the settlement of the Customer’s debts or upon the making of an arrangement for the benefit of the Customer’s creditors or upon the dissolution of the Customer.
11.3 The Company reserves the right to invalidate any or all of the Customer’s Username and Internet Protocol Address issued to the Customer following termination of the Agreement and to re-allocate it or them to another customer.
11.4 Domain name hosting and transfer requests for domain name server records must be submitted in writing with the authorised signature of the domain name owner and whilst there is no charge for the transfer a small charge may nevertheless be made to cover the Company’s administration costs. Domain name transfers will not be made until all outstanding amounts have been paid by the Customer such that until this happens, domain names remain the property of the Company.
11.5 The Customer shall return all equipment cables and literature belonging to the Company at the Customer’s own cost within 5 days of termination of the Agreement and shall ensure that it arrives in good working order otherwise an appropriate fee may be levied by the Company.

12. RIGHTS ON TERMINATION

12.1 Termination of the Agreement shall not affect any pre-existing liability of the Customer or affect any right of the Company to recover damages or pursue any other remedy in respect of any breach of the Agreement by the Customer.
12.2 On termination of the Agreement the right to the use of the Internet Protocol Address allocated by the Company shall revert to the Company.
12.3 In the event of termination of the Agreement by the Company due to breach of the Conditions by the Customer, the Company shall be entitled to the balance of all payments which would but for such termination have accrued up to the earliest date upon which the Agreement could have been terminated by the Customer in accordance with the Conditions.

13. RELEASE OF INFORMATION

The Company shall not be required to release any domain name and may refuse to do so until the Agreement has been validly terminated and the Customer has complied with all of its obligations including (but not limited to) the payment of all sums due to the Company. Domain names remain the property of the Company until all sums due have been received.

14. INTELLECTUAL PROPERTY

14.1 The Company grants to the Customer a limited, non-exclusive licence to use the Services as set out in the Order Form throughout the term of the Agreement or until the Agreement is terminated (whichever date is earlier) and subject to the restrictions set forth in the Agreement which said licence does not entitle the Customer to any updates, modifications or new releases to the deliverables or software.
14.2 The Company reserves any and all of the Company’s copyright, trademarks, trade names, patents and all other intellectual property rights created, developed, subsisting or used in connection with any deliverables, software, the Services or the Specification which are the sole property of the Company.
14.3 The Customer shall not transfer the Customer’s licence nor sublicense the deliverables or the software except where permitted to do so by the terms of the Agreement and in particular the Customer shall not (and shall not allow any third party to):
(a) remove any product identification, copyright, trademark or other notices;
(b) sell, pledge, lease, lend, distribute over the Internet;
(c) load or use portions of the software (whether or not modified or incorporated into or with other software) on or with any machine or system that is not physically kept at the facilities of the Customer or within third party facilities contracted by the Customer.
14.4 The Customer shall not disassemble, decompile or otherwise reverse engineer the Services provided under the Agreement.

15. FORCE MAJEURE

15.1 The Company shall not have any liability to the Customer for any delay, omission, failure or inadequate performance of the Agreement which is the result of circumstances beyond the reasonable control of the Company. Where the Company is so affected in its performance of the Agreement it will notify the Customer in writing as soon as is reasonably possible.
15.2 Where the performance of the Agreement is affected by force majeure the Company shall use its reasonable endeavours’ to overcome the problem as soon as practicably possible.

16. NOTICES

16.1 Other than suspension notices served pursuant to Clause 10, any notice given under or in connection with the Agreement shall be in writing and shall be duly delivered if sent by first class post to the relevant address given in the Agreement or to such other address as the recipient may have previously notified in writing to the other party for that purpose.
16.2 Suspension notices served pursuant to Clause 10 shall be deemed as duly delivered and received when sent by email or facsimile to such email address or facsimile number as the Customer may have previously notified in writing to the Company.
16.3 Other than suspension notices served pursuant to Clause 10 or maintenance notices served pursuant to Clause 16.4, any notice shall be deemed to be duly received at the expiration of 48 hours after the envelope containing the notice had been posted and in proving such service it shall be sufficient to show that the envelope containing such notice was properly addressed and posted as a first class letter.
16.4 The Company will provide 5 days’ notice (by email or facsimile) for any maintenance the Company wishes to undertake but in the event of emergency maintenance the Company will provide as much notice as is reasonably possible.

17. EXPENSES OF THE COMPANY

The Customer shall pay to the Company all costs and expenses reasonably and properly incurred by the Company in enforcing any of the Conditions or in exercising any of the Company’s rights or remedies under the Agreement including (but not limited to) all costs incurred in tracing the Customer in the event that legal process cannot be effected at the last known address of the Customer.

18. NON-WAIVER

18.1 Any allowance of time to pay or any other form of indulgence by the Company shall in no manner affect or prejudice the Company’s right to payment and interest pursuant to the Conditions.
18.2 No failure, neglect or delay in enforcing any of the terms of the Agreement may be construed as a waiver of any of the Company’s rights in respect thereof nor such neglect, failure or delay a variation of the express terms of the Agreement.

19. INVALIDITY

In the event that any part of the Agreement is found to be invalid or otherwise unenforceable then such provision shall be regarded and construed
as severable from the Agreement so as not to affect the validity and enforceability of the remainder.

20. CONFIDENTIALITY

20.1 Each party undertakes to the other that it shall keep (and shall procure that its directors and employees shall keep) secret and confidential and shall not use or disclose to any other person any information or material of a technical or business nature relating in any manner to the business, products or services of the other party which the receiving party may receive or obtain in connection with or incidental to the performance of the Agreement but subject to the remaining provisions of this
Clause 20.
20.2 Notwithstanding Clause 20.1, the receiving party shall not be prevented from using any general knowledge, experience and skills not treated by the disclosing party as confidential or which do not properly belong to the disclosing party and which the receiving party may have acquired or developed at any time during the term of the Agreement.
20.3 Notwithstanding Clause 20.1, the receiving party shall not be prevented from using the information or material referred to in Clause 20.1 above to the extent such information or material comes into the public domain otherwise than through the default or negligence of the receiving party.
20.4 Notwithstanding Clause 20.1, either party shall have the right to communicate any information concerning the other party to any Government department, regulatory body or any other form of enforcement authority or as may be required by law.

21. ASSIGNMENT

The Customer shall not assign or transfer any of the Customer’s rights or obligations under the Agreement without the prior written consent of the Company.

22. CLAUSE HEADINGS

Clause headings are for ease of reference but do not form part of the Agreement and accordingly shall not affect its interpretation.

23. ENTIRE AGREEMENT

23.1 The Services are provided subject to the Conditions to the exclusion of any other terms and conditions such that and for the avoidance of doubt no terms and conditions contained in any document previously sent by the Customer to the Company prior (or subsequent to) the Order Form being signed by the Customer shall be of any effect with respect to the Agreement unless expressly agreed in writing by a director of the Company.
23.2 The Customer acknowledges that in entering into the Agreement the Customer has not relied on and shall not be entitled to rescind the Agreement or to claim damages or any other remedy on the basis of any representation, warranty, undertaking or other form of opinion or statement made by or on behalf of the Company save where expressly contained in the Agreement.
23.3 The Parties hereby agree that the Agreement constitutes the entire agreement between the Parties in respect of the Services.

24. VARIATION

24.1 The Company reserves the right to vary the Conditions as a result of changes required by its insurers, for operational or administrative reasons or in order to comply with changes in the law.
24.2 A current version of the Conditions may be found on the Company’s website.
24.3 The Company will provide the Customer with 14 days’ notice of any significant changes to the Conditions.
24.4 The Customer will keep the Company promptly informed of any changes to the Customer’s address and such other information as may affect the payment of charges due.

25. LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales to settle any disputes which may arise in connection with this Agreement, save that Syncronicity Limited has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

26. THIRD PARTY RIGHTS

The Parties agree that it is not hereby intended that any rights should be conferred upon or enforceable by any third party as defined in the Contracts (Rights of Third Parties) Act 1999 unless the context otherwise permits.

27. DISPUTE PROCEDURES

Should and dispute arise with regard to services or products supplied by Syncronicity or its associated companies, then it is a requirement that issues are initially raised with senior management within Syncronicity with a aim of negotiation and resolution. Should the issue remain unresolved then notice must be given in writing to The Directors. Syncronicity Limited, First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffs. ST19 5RN
Detail of the dispute must be documented and dated giving specific details of the issues in question. All reasonable action will be made to resolve the issues, however in the event of continued dispute then mediation services through qualified and mutually agreed third parties would be sought.

Standard Terms & Conditions for Supply of Software Development Services

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These are the terms and conditions of supply for Syncronicity Limited in relation to the provision of Software Development Services.
These terms shall be deemed accepted by our customers upon their placing an order with us:

1. DEFINITIONS

In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Development Proposal and Cost Specification Documents;
1.2 "Customer" means the organisation or person who purchases services from Syncronicity Limited;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "Development Proposal and Cost Specification Documents" means a statement of work, quotation or other similar document describing the services to be provided by Syncronicity Limited;
1.5 "Supplier" means Syncronicity Limited, The First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge Staffs ST19 5RN.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of services by Syncronicity Limited to the Customer.
2.2 Before the commencement of the services Syncronicity Limited shall submit to the Customer a Development Proposal and Cost Specification Documents which shall specify the services to be performed and the fees payable. The Customer shall notify Syncronicity Limited immediately if the Customer does not agree with the contents of the Development Proposal and Cost Specification Documents. All Development Proposal and Cost Specification Documents shall be subject to these Terms and Conditions.
2.3 Syncronicity Limited shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3 FEES AND PAYMENT

3.1 Fees for the performance of the services are as set out in the Development Proposal and Cost Specification Documents. Syncronicity Limited shall invoice the Customer for the services as detailed therein.
3.2 Invoiced amounts shall be due and payable as detailed within the invoice. Syncronicity Limited shall be entitled to charge interest daily on overdue invoices from the date when payment becomes due from until the date of payment at a rate of 2% per annum above the base rate of the Bank of England. In the event that the Customer's procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered.
3.3 Syncronicity Limited shall not refund any payment unless the amount received exceeds that which is owed to Syncronicity Limited at the time of payment, in which case the difference shall be refunded as soon as practicably possible.
3.4 A deposit payment of seventy five (75) percent of total invoice value (plus VAT) is required before Syncronicity will commence work on the project.
3.5 Deposit payments are non-refundable.

4 CUSTOMER'S OBLIGATIONS

4.1 To enable Syncronicity Limited to perform its obligations under this Agreement the Customer shall:
4.1.1 - co-operate with Syncronicity Limited ;
4.1.2 - provide Syncronicity Limited with any information reasonably required ;
4.1.3 - obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.4 - comply with such other requirements as may be set out in the Development Proposal and Cost Specification Documents or otherwise agreed between the parties.
4.2 The Customer shall be liable to compensate Syncronicity Limited for any expenses incurred by Syncronicity Limited as a result of the Customer's failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Syncronicity Limited may be entitled, in the event that the Customer unlawfully terminates or cancels the services agreed to in the Development Proposal and Cost Specification Documents, the Customer shall be required to pay to Syncronicity Limited as agreed damages and not as a penalty, the full amount as set out in the Development Proposal and Cost Specification Documents, and the Customer agrees this is a genuine pre-estimate of Syncronicity Ltd.'s losses in such a case. For the avoidance of doubt, the Customer's failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Customer or any third party, not being a sub-contractor of Software Services UK Limited, shall omit or commit anything which prevents or delays Syncronicity Limited from undertaking or complying with any of its obligations under this Agreement, then Syncronicity Limited shall notify the Customer as soon as possible and:
4.4.1 - Syncronicity Limited shall have no liability in respect of any delay to the completion of any project;
4.4.2 - if applicable, the timetable for the project will be modified accordingly;
4.4.3 - Syncronicity Limited shall notify the Customer at the same time if it intends to make any claim for additional costs.

5 ALTERATIONS TO THE DEVELOPMENT PROPOSAL AND COST SPECIFICATION DOCUMENTS

5.1 The parties may at any time mutually agree upon and execute new Development Proposal and Cost Specification Documents. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Development Proposal and Cost Specification Documents, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Customer may at any time request alterations to the Development Proposal and Cost Specification Documents by notice in writing to Software Services UK Limited. On receipt of the request for alterations Syncronicity Limited shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where Syncronicity Limited gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Syncronicity Limited by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where Syncronicity Limited gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Development Proposal and Cost Specification Documents shall be amended to reflect such alterations and thereafter Syncronicity Limited shall perform this Agreement upon the basis of such amended terms.

6 WARRANTY

6.1 Syncronicity Limited warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
6.2 Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by Software Services UK Limited.

7 INDEMNIFICATION

The Customer shall indemnify Syncronicity Limited against all claims, costs and expenses which Syncronicity Limited may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against Syncronicity Limited alleging that any services provided by Syncronicity Limited in accordance with the Development Proposal and Cost Specification Documents infringes a patent, copyright or trade secret or other similar right of a third party.

8 LIMITATION OF LIABILITY

8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Syncronicity Limited to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.
8.2 In no event shall Syncronicity Limited be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Syncronicity Limited had been made aware of the possibility of the Customer incurring such a loss.
8.3 Nothing in these Terms and Conditions shall exclude or limit Software Services UK Limited's liability for death or personal injury resulting from Software Services UK Limited's negligence or that of its employees, agents or sub-contractors.

9 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:
9.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
9.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
9.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
9.4 the other party ceases to carry on its business or substantially the whole of its business; or
9.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement will vest in Syncronicity Limited until all monies specified in the Cost Specification document are received by Syncronicity Limited. Syncronicity Limited will then assign all relevant IPRs to the customer, and will execute any appropriate documents required to complete such assignment.

11 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

12 INDEPENDENT CONTRACTORS

Syncronicity Limited and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Syncronicity Limited may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve Syncronicity Limited of its obligations under this Agreement.

13 ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of Syncronicity Limited.

14 SEVERABILITY

If any provision of this Agreement 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 herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

15 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16 NOTICES

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Development Proposal and Cost Specification Documents or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

17 ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

18 NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

19 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and Wales

Syncronicity Limited End User License Agreement v1.0

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NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY
BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED, INCLUDING FOR EXAMPLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD OR USE THE SOFTWARE

BACKGROUND: Syncronicity Limited owns all intellectual property in the Software. The Software is licensed, not sold. Syncronicity Limited permits you to copy, download, install, use, or otherwise benefit from the functionality or intellectual property of the Software only in accordance with the terms of this Agreement. Use of some third party materials included in or supplied with the Software may be subject to other terms and conditions.

AGREEMENT: You, the End User, acknowledge and accept that you make this Agreement with Syncronicity Limited of First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge Staffordshire England. ST19 5RN
For good and valuable consideration the sufficiency of which you hereby acknowledge, you now agree as follows

1. Definitions

a) . this Agreement. means this End User License Agreement including the Terms and Conditions.
b) .Documentation. means brochures, manuals, knowledge based articles, demonstration files and such associated technical literature as shall be provided by Syncronicity Limited for use of the Product.
c) .Edition. means a version of the Product containing a defined combination of Software features, services, and a defined Fair Usage Allowance.
d) .End User. means any person or persons, whether corporate or not, using the Product.
e) .Fee. means the sum charged by Syncronicity Limited for use of the Product (or any part thereof) and may include but is not limited to an initial license fee and an annual license renewal fee for the On-Premises Software, and a Managed Service fee and/or usage based fees for the Online Software and the provision of the Managed Service.
f) .FUA. or .Fair Usage Allowance. is the amount of internet traffic, measured in GB, which is included in the Fee paid for any given Edition and as documented in Syncronicity Limited’s Fair Usage Allowance Policy.
g) "LAN" or .Local Area Network. means a private, proprietary network resource accessible only by employees or agents of an End User within a single physical location. LAN does not include the Internet or any other network community open to the public, including but not limited to membership or subscription driven groups, associations and similar organizations.
h) .Managed Service. refers to the provision by Syncronicity Limited of the Online Software and all IT hardware required to run the Online Software, and the ongoing maintenance and administration of such Online Software and IT hardware.
i) "Syncronicity Limited" means Syncronicity Limited First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffordshire, England. ST19 5RN
j) .Syncronicity Limited NDA. means the Non-Disclosure Agreement the terms of which available on request.
k) .On-Premises Software. means all Software created by Syncronicity Limited and used by the End-User in connection with the operation of their Syncronicity Limited eCommerce WebStore including, but not limited to, Syncro RMS/Magento Sync module, Syncro Sage/Magento Sync module and Syncro Dynamics AX/Magento Sync module.
l) .Online Software. means all internet based Software relating to the provision of Syncronicity Limited RMS/Magento synchronisation, eCommerce development including any further development additions, plug ins, enhancements , future release and bespoke development but not restricted to, Syncro RMS/Magento Sync module, Syncro Sage/Magento Sync module and Syncro Dynamics AX/Magento Sync module.
m) "Product" and/or .Syncronicity Limited eCommerce. means the Software together with the Managed Service, which the End User can use to establish a WebStore on the Internet.
n) .Shopper. means any person or persons whether corporate or not, visiting a WebStore created using the Product.
o) .Software. means the On-Premises Software and the Online Software.
p) .Terms and Conditions. means the Terms and Conditions between Syncronicity Limited and an End User for the supply of the Product. The Terms and Conditions current at the date of this Agreement are available on request or can be downloaded from the Syncro Website. The Terms and Conditions are provided to the End User with their Order confirmation email. Please note that the Terms and Conditions may be revised from time to time at the sole discretion of Syncronicity Limited.
q) .WebStore. means an Internet webstore created using the Product.

2. Software License

2.1 As long as you obtained the Software from Syncronicity Limited and as long as you comply with the terms of this Agreement including payment of the Fee and abide by the Terms and Conditions, and subject to the provisions of Section 5.2 below, Syncronicity Limited grants you a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation. See Section 13 for specific provisions related to certain components.
2.2 General Use

3. Intellectual Property Ownership

The Software and any authorized copies that you make are the intellectual property of and are owned by Syncronicity Limited. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Syncronicity Limited. The Software is protected by law, including but not limited to the copyright laws of the United States, Ireland,the European Union, and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Syncronicity Limited.

4. Restrictions

4.1 Notices
You may not copy the Software.
4.2 No Modifications
You may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.
4.3 No Unbundling
The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on computers as permitted by Sections 2 and 13. You are not required to use all component parts of the Software, but you may not unbundle or repackage parts of the Software for distribution, transfer or resale. See Section 13 for specific exceptions to this Section.
4.4 No transfer
You may not rent, lease, sell, sublicense, assign or transfer your rights in the Software, or authorise any portion of the Software to be copied onto another individual or legal entity’s computer.

5. Updates and Software Support

5.1 If the Software is an upgrade or update to a previous version of Software, you must possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates are provided to you on a license exchange basis. You agree that by using an upgrade or update you voluntarily terminate your right to use any previous version. As an exception, you may continue to use previous versions of Syncronicity Limited Software in the transition to the upgrade or update, provided that the upgrade or update and the previous versions are installed on the same computer. Upgrades and updates may be licensed to you by Syncronicity Limited with additional or different terms.
5.2 Syncronicity Limited will continue to support each version of the Software, for at least 3 years from the date of its first release. At any time after this date, Syncronicity Limited can withdraw support for older versions of the Software and, if you are using that version, you will no longer be able to access the Managed Service to create a WebStore. You will be able to update to newer versions of the same Edition of the Software at any time, with no additional License fee. Occasionally however, upgrades will require the adoption of an alternative Edition, which may cost less or more than the Edition you were previously using.
5.3 Syncronicity Limited may at its sole discretion, revise the terms of this Agreement from time to time. Such revised Agreement will be presented to you for acceptance when you next download, install or use an updated version of the Software. You hereby authorise the party downloading, installing or using the Software, to accept the revised terms, on your behalf.
Syncronicity Limited undertakes to forward a copy of the revised End User License Agreement by email to you and you may, within 30 days, reject the revised EULA in writing, and revert back to the earlier version of the Software. Any costs incurred in reverting back to the previous version will be borne by you.

6. Limited Warranty

Except as may be otherwise provided in Section 13, Syncronicity Limited warrants to you, if you are the individual or entity that first purchases a license for the Software for use on computers pursuant to the terms of this Agreement that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following receipt of the Software when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. This limited warranty does not apply to patches, pre-release, beta, early adopter, starter, evaluation, product sampler, or not for resale (NFR) copies of the Software (See Section 13). All warranty claims must be made, along with proof of purchase, within such ninety (90) day period. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Syncronicity Limited and its affiliates and your exclusive remedy will be limited to either, at Syncronicity Limited’s option, replacement of the Software or refund of the license fee you paid for the Software.

7. Disclaimer

The foregoing limited warranty is the only warranty made by Syncronicity Limited and its affiliates and states the sole and exclusive remedies for any breach of warranty by Syncronicity Limited, its affiliates or suppliers. Except for the foregoing limited warranty and any other warranty, condition, representation or term to the extent the same cannot or may not be excluded or limited by the law applicable in your jurisdiction, Syncronicity Limited and its affiliates and suppliers provide the Software and access to any online services as is, with all faults and expressly disclaims all other warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any matter, including but not limited to performance, security, non-infringement of third party rights, integration, merchantability, quiet enjoyment, satisfactory quality or fitness for any particular purpose.
The provisions of Section 7 and Section 8 will survive the termination of this Agreement howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement.

8. Limitations of Liability

Except for the exclusive remedy set forth above and as otherwise provided in Section 13, in no event will Syncronicity Limited or its affiliates or suppliers be liable to you for any loss, damages, claims or costs whatsoever including any consequential indirect or incidental damages, any lost profits or lost savings, and damages resulting from business interruption, personal injury or failure to meet any duty of care, or claims by a third party, even if a Syncronicity Limited representative has been advised of the possibility of such loss, damages claims or costs. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. Syncronicity Limited.s aggregate liability and that of its affiliates and suppliers under or in connection with this Agreement, will be limited to the amount paid for the Software, if any.
This limitation will apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this Agreement.
Nothing contained in this Agreement limits Syncronicity Limited.s liability to you in the event of a death or personal injury resulting from Syncronicity Limited.s negligence or for the tort of deceit (fraud). Syncronicity Limited is acting on behalf of its affiliates and
suppliers for the purpose of disclaiming, excluding, and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact your Syncronicity Limited account manager.

9. Export Rules

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by UK Irish European Law or any other applicable export laws, restrictions or regulations (collectively .the Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of UK & Ireland and the parties irrevocably submit to the exclusive jurisdiction of the Courts of UK & Ireland to settle any disputes which may arise in connection with this Agreement, save that Syncronicity Limited has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11. General Provisions

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms. This Agreement will not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by written Agreement signed by an authorized officer of Syncronicity Limited. The English version of this Agreement will be the version used when interpreting or construing this Agreement. This is the entire Agreement between Syncronicity Limited and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

12. Compliance with Licenses

You agree that upon request from Syncronicity Limited or its authorized representative you will within thirty (30) days fully document and certify that your use of any and all Software at the time of the request is in conformity with your valid licenses from Syncronicity Limited.

13. Specific Provisions and Exceptions

This Section sets forth specific provisions related to certain components of the Software as well as limited exceptions to the provisions of this Agreement. To the extent that any provision in this Section is in conflict with any other provision in this Agreement, this Section will supersede such other provision.
13.1 You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this Agreement.
13.2 Pre-release Software Additional Terms
If you choose to use a version of the Software which is a beta-release or early adopter version ("Pre-release Software"), then this Section applies.
Pre-release Software is a pre-release version, does not represent final product from Syncronicity Limited, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Your use of pre-release Software is at your own risk. See Sections 7 and 8 for warranty disclaimers and liability limitations which govern pre-release Software. Syncronicity Limited may never commercially release the Pre-release Software. You must return or destroy all copies of Pre-release Software upon request by Syncronicity Limited or upon Syncronicity Limited's commercial release of such Software.
13.3 Limited Warranty for Users Residing in Germany or Austria
If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 6 does not apply; instead, Syncronicity Limited warrants that the Software provides the functionalities set forth in the Documentation (the "agreed upon functionalities") for the limited warranty period following receipt of the Software when used on the recommended hardware configuration.
As used in this Section, "limited warranty period" means one (1) year if you are a business user and two (2) years if you are not a business user. Non-substantial variation from the agreed upon functionalities will not and does not establish any warranty rights. This limited warranty does not apply to Software provided to you free of charge, for example, updates, pre-release, early adopter, try-out, starter, product sampler and not for resale (NFR) copies of the Software, or Software that has been altered by you, to the extent that such alteration caused a defect. . If the functionalities of the Software vary substantially from the agreed upon functionalities, Syncronicity Limited is entitled -- by way of re-performance and at its own discretion -- to repair or replace the Software. If this fails, you are entitled to a reduction of the purchase price (reduction) or to cancel the purchase Agreement (rescission).
13.4.1 If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 8 does not apply. Instead, subject to the provisions in Section 13.4.2, Syncronicity Limited and its affiliates' statutory liability for damages will be limited as follows:
(i) Syncronicity Limited and its affiliates will be liable only up to the amount of damages as typically foreseeable at the time of entering into this Agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and,
(ii) Syncronicity Limited and its affiliates will not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation.
13.4.2 The aforesaid limitation of liability will not apply to any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries.
13.5 In order to provide enhanced functionality Syncronicity Limited reserves the right to record UserIDs and passwords created by a Shopper, in such as manner as to facilitate the Shopper being recognised, and able to use the same UserID and password, when visiting any other WebStore created using the Product, or any other website created by Syncronicity Limited which may encourage sales of your products and/or visitors to your WebStore.
13.6 Security of Data
Syncronicity Limited will hold all of the data you upload to its internet based servers, in strict confidence, and except as outlined in paragraph 13.7 will not use this data for any purpose other than the provision of your WebStore. Syncronicity Limited will use all
reasonable means to ensure that this data is kept secure and to prevent any unauthorised access to it.
13.7 You hereby grant Syncronicity Limited a limited license to use the said data for any purpose, which may encourage sales of your products and/or visitors to your WebStore, including but not limited to, inclusion in search engine databases, directories and marketplaces.

14. Termination

Syncronicity Limited may terminate this Agreement on notice to you if:
You are in material breach of this Agreement (including the Terms and Conditions) or of any related Agreement between you and Syncronicity Limited which remains un remedied after thirty days of notice of such breach having been sent to you by Syncronicity Limited
You are unable to pay your debts as they fall due, or are subject (if you are a company) to a process of liquidation receivership or winding-up or any similar process, or are subject (if you are a natural person) to a process of attachment or bankruptcy or any similar process.
Termination shall not prejudice any rights accruing to Syncronicity Limited prior to termination. On termination, all licenses to use the Product or the Software shall cease, you shall immediately pay to Syncronicity Limited all sums due by you to Syncronicity Limited and you shall immediately destroy or return to Syncronicity Limited (at Syncronicity Limited’s option) all copies of the Software in your possession.

15. Notices

Any notice or other communication permitted or required to be given under this Agreement shall be given in writing and shall be deemed to have been duly given if sent to you by registered post or email. If given by registered post you shall be deemed to have received notice 48 hours after posting.

16. Confidentiality

You agree to be bound as the Recipient by the terms of the Syncronicity Limited NDA.

Website Development Terms and Conditions

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These terms and conditions are applicable to all Web Development projects that are undertaken by Syncro -IT.
If the project is to be hosted by Syncro-IT, you can view the Hosting Terms and Conditions on our website.

Acceptance.

A copy of these terms and conditions is submitted along with project quotations and must be agreed prior to work commencing. Alternatively, payment of an advance fee or payment online is an acceptance of our terms and conditions. These terms and conditions are always available on our website for review.

Charges.

Charges for services to be provided by Syncro-IT are defined in the project quotation received by the Client via e-mail and letter. Quotations are valid for a period of 30 days unless alternate timescales have been agreed beforehand with the Client. Syncro-IT reserves the right to alter or decline to provide a quotation after expiry of the valid timescale.
All Web Development projects will require a none-refundable advance payment of Seventy Five (75) percent plus VAT of the project quotation total before work will commence. The remaining balance of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials. Charges for web development do not cover the release of source Photoshop or Flash files; if the Client requires these items then a separate quotation can be prepared.
Payment for services is payable by online payment BACS bank transfer. Cheques should be made payable to Syncronicity Ltd and sent to Syncronicity Limited, The First Floor. The Chase Golf Club, Pottal Pool Road , Penkridge, Staffs ST19 5RN

Client Review.

Syncro-IT will provide the Client with an opportunity to review and agree in writing the website design prior to development commencing. Syncro-IT will provide the Client with an opportunity to review and agree the product content of the Web site prior to launch. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Syncro-IT otherwise prior to the agreed launch date.

Project Schedule and Content Control.

In the majority of projects, Syncro-IT will install and publicly post or supply the Client's Web site by the date specified in the project proposal. If no such date is specified, the timescale shall be within four (4) weeks of the date the design is agreed in writing by the Client, unless a delay is specifically requested by the Client and agreed by Syncro-IT. An alternate timescale can be agreed during the initial project discussion. In return, the Client agrees to delegate a single individual as 'first-point-of-call' to aid Syncro-IT with completing the project in a satisfactory and expedient manner.
During the project, Syncro-IT will require the Client to provide copy and images.
Hosting fees will become due from the date that the client is given access to work on the website using a staging URL
Hosting fees are payable when the site is put onto the Hosting servers irrespective of launch date or the sites visibility to the general public.
If content is not provided within the agreed timescale then the Client will be considered to be in default of the project and Syncro-IT reserves the right to advise the Client of a revision to the final payment fee based on new or revised pricing schedules that may be introduced to cover the delays. The Client will be notified by email and letter that the project scope provides that if data is not provided in the agreed time Syncro may use demonstration data to illustrate that the site is working as per the agreed design and feature specification and the Client will be sent the final invoice for immediate payment. Syncro-IT will agree, at its discretion, to reopen the project to facilitate the importing of
the clients data after agreement is reached based on a new Quotation document and once the original fees have been paid.

Payment.

Invoices will be provided by Syncro-IT upon completion of the work for Web Development and Design and any associated services. Invoices are normally sent via email; however, the Client may elect to receive hard copy invoices. Invoices are due immediately on receipt. If the invoice has not been settled after seven (7) days then Syncro-IT will consider the account to be in default.

Default.

If the Client in default has any information or files on Syncro-IT’ Web space, Syncro-IT can, at its discretion, remove all such material from its web space. Syncro-IT is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Cheques returned for insufficient funds will be assessed a return charge of £25 and the Client's account will immediately be considered to be in default until full payment is received. Clients with accounts in default, agree to pay Syncro-IT reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Syncro-IT in enforcing these Terms and Conditions.

Termination.

Termination of the Web Development project by the Client must be requested in writing and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honoured until and unless confirmed in writing. Deposit payments are Non-Refundable and the Client will be invoiced for design work completed and any development work completed or incurred over and above the initial deposit payment.

Legal Restrictions.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute which may arise in connection with this Agreement, save that Syncronicity Limited has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Copyright.

The Client retains the copyright to data, files and graphic logos provided by the Client, and grant Syncro-IT the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Syncro-IT permission and rights for use of the same and agrees to indemnify and hold harmless Syncro-IT from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for Web site design and/or placement shall be regarded as a guarantee by the Client to Syncro-IT that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Media Delivery Requirements.

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered via e-mail, CD-Rom, DVD, or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. The specific requirements will be discussed and agreed with the Client prior
to commencement of the project. Although every reasonable attempt shall be made by Syncro-IT to return to the Client any images or printed material provided for use in creation of the Client's Web site, such return cannot be guaranteed.

Access Requirements.

If the Client's Web site is to be installed on a third-party server, Syncro-IT must be granted temporary read/write access to the Client's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

Post Project Alterations.

Syncro-IT cannot accept responsibility for any alterations caused by the Client or a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions. Syncro-IT may require a one-off Web Development charge before resolving any issues that may arise.

Third Party Services.

Syncro-IT may require the usage of third party services - for example, credit card processing - to complete the Client's project requirements and will ensure these services are integrated into the project and working correctly upon completion. Syncro-IT cannot be held responsible for subsequent changes or issues with these third party services that may result in issues on the Client's website and may require a one-off Web Development charge before resolving any problems that may arise.

Domain Names.

Syncro-IT may purchase domain names on behalf of the Client, in which case they will then be renewed on an annual basis and the Client will be invoiced by Syncro-IT. For .com, .org and .net domains, reminder emails will be sent out to the client before the domain expires at ninety (90), sixty (60), thirty (30) and five (5) days before expiration with a final email sent ten (10) days after the expiration date. Domains ending in .co.uk are automatically renewed ten (10) days before expiration. In this case, the Client must notify Syncro-IT that they do not wish to keep the domain thirty (30) days before the expiration date. The loss, cancellation or otherwise of the domain brought about by none or late payment is not the responsibility of Syncro-IT. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

General.

These Terms and Conditions supercede all previous representations, understandings or agreements. The Client's signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.