These Standard Terms & Conditions (“the Terms”) apply to all of the services provided to you by 127Solutions Ltd, company number 06387059, registered office 3 Stadium Court, Plantation Road, Wirral, CH62 3QG.
By entering into a contract with 127Solutions Ltd, you are agreeing to be bound by these terms.
Within these Terms and Conditions, the following words have the following meanings and they should be interpreted literally in accordance with the same.
• “Company” means 127Solutions Ltd, company number 06387059, registered office 3 Stadium Court, Plantation Road, Wirral, CH62 3QG.
• “Contract” means the Contract for Services entered into by the parties.
• “Customer” means the company, firm, person or legal entity who enters into contract with the Company.
• “The Delivery Point” shall mean the location for delivery of the Goods specified in the Company’s quotation or order confirmation.
• ‘Payment’ means the sum due in pounds sterling from the Customer to the Company.
• ‘Payment Terms’ means the terms upon which the contractual sums due shall be paid
• “Price” means the amount that the Customer will pay to the Company under the terms of this agreement.
• “Services” means any of the services provided to you by the Company as set out on page 1.
• “Written” or “Writing” shall mean all correspondence whether in letter format or via email.
Reference to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors thereof.
4. Formation of Contract
This Contract is entered into between the Customer and the Company.
The Company will provide the services set out within the ‘Description’ box on page 1. The Price for those services will be as set out on page 1.
The Customer instructs the Company to complete those services, places their order, agrees to the terms and enters into this Contract by signing page 1.
Schedule 1 is an extension of the Description box in the event that the details does not fit into page 1. That Schedule forms part of the order and the Customer expressly confirms that they have considered and agreed the schedule in full before signing.
5. Quotations / Offers
Quotations for services are not binding. The Price stated on page 1 of this document is the Price that the Customer shall pay for the Services.
6. The Contract
By signing this Contract, you are entering into a legally binding agreement with the Company. You will then become a Customer of the Company and the services stated within your Contract will commence.
All Prices are subject to VAT at a rate of 20%. If the rate of VAT changes during the Term of the Contract, the Company will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect. Any change in the rate of VAT does not trigger your right to end the Contract early.
No variations to this contract will be permitted or enforceable unless agreed in writing between the parties and signed by a Director of the Company.
The Products and Services you have instructed the company to provide are as set out on page 1.
It is the Customers responsibility to ensure that the Products and Services stated on page 1 are correct before they sign to place their order.
Hardware would include the provision of the below products including any labour costs for installation:
• Desktop Computers
• Network equipment and networking of cables such as CAT5 – CAT6
All labour costs for installation will be stated on page 1.
The Customer must refer to the manufacturers warranty provisions and ensure that they activate or register their own warranty in accordance with the terms. The Company accept no responsibility for doing so.
Software means any software installed by the Company on behalf of the Customer.
Software installation does not come with any type of ongoing support and the Customer will need a support package if that is required.
If the Company are instructed to provide bespoke software, the Customer will receive the end product for use. They will not receive or acquire ownership in the intellectual property such as the database or source code.
Software is subject to a separate Software licence agreements accompanying the Software media and any product guides, operating manuals, or other documentation presented to the customer during the installation or use of the software. Where any Software is supplied by the Company, the Software is licensed by the Company to the Customer for the period specified in the Order Confirmation.
Software is provided as is without any warranties as to quality, fitness for purpose, performance or correspondence with description, and the Company does not offer any warranties or guarantees in relation to Software installation, configuration or error/defect correction.
The Customer must refer to any licence terms with regard to determining their rights against the manufacturer.
Software shall only be permitted to be returned if the seal has not been broken (electronically or otherwise), and/or if the Software has not been accessed or used.
Products within the Office 365 Family
These products shall include:
• Office 365 productivity desktop and web applications (Word, Excel, Outlook, Project etc)
• Exchange Online
• Microsoft Teams
• SharePoint Online
• Office 365 Device Management
• Office 365 Security and Compliance Centre
• office 365 Storage
• Any other product brought to the market by Microsoft from time to time
Notwithstanding the other terms of this agreement, the following provisions apply to all products within the Microsoft family. In the event that any of these terms conflict with another term within this agreement, the below provisions shall prevail:
– Term – The contract will be for a minimum of 12 months and will automatically renew if not cancelled within the cancellation period. This will be indicated to the Customer on the Order Form.
– Quantities – Additional quantities can be added to the existing contract and these form part of the original term.
– Errors – If the Customer has asked for a new license in error or asked for the wrong product then the customer can cancel this license within 24 hours of the request only by emailing firstname.lastname@example.org. If the Company does not receive a request to cancel within that period then the license will be added and billed for the remaining term of the contract.
– Payments – All payments will be collected using GoCardless. If Payment is not successful or then the services will automatically be paused. Paused payments will result in a reconnection administration charge in the sum of £35.00 plus VAT. The customer will remain liable for the full contractual value of all licenses for the duration of the terms.
– Back-ups – Customers must ensure that they have a sufficient backup strategy in place and a business continuity plan
– Prices – Prices are determined by Microsoft and may increase during the term. A price increase does not allow the Customer the option to terminate the contract.
– End of life- Products may hit end of life and be removed from the Microsoft family. The Company have no control of this and accept no liability for any loss this may cause the Customer.
– Support Costs – Support costs are chargeable at a none contract rate of £60.00 plus VAT per hour unless a customer has a Support Contract with the Company that provides the support required. The minimum charge is 30 minutes of time.
Phone and Broadband services
Notwithstanding the other terms of this agreement, the following provisions apply to all Phone and Broadband contracts. In the event that any of these terms conflict with another term within this agreement, the below provisions shall prevail:
Term – minimum 36 month term
Payments – All taken on direct debit in accordance with the details set out in page 1.
Prices – As set out in page 1.
Handsets – included within the contract unless otherwise stated on page 1.
Support costs are chargeable at a none contract rate of £60.00 plus VAT per hour unless a customer has a Support Contract with the Company that provides the support required. The minimum charge is 30 minutes of time.
Notwithstanding the other terms of this agreement, the following provisions apply to all IT support contracts. In the event that any of these terms conflict with another term within this agreement, the below provisions shall prevail:
Term – monthly rolling contracts
What does it include:
• Remote Support – 8:00am to 5:30pm
• Onsite Support – Only when Remote support is not suitable. This is at the sole discretion of the Company. Attendance would be by appointment and between 8:00am to 5:30pm Monday to Friday.
Any support outside of those hours will be charged at a rate of £80.00 per hour.
The price for this Service is as set out on Page 1 of this agreement.
Any support agreement can be terminated at the sole discretion of the company if the hardware is deemed to be unsupportable. This is usually due to age, an unsupported operating systems or the system not being GDPR compliant. This list is however not exhaustive and the decision of the Company is final.
Notwithstanding the other terms of this agreement, the following provisions apply to all project work. In the event that any of these terms conflict with another term within this agreement, the below provisions shall prevail:
Any tasks that the Customer wish to instruct the Company to complete but which do not fit within the other Services will be quoted for separately and quoted for on page 1 of this agreement.
This work will be undertaken on a project basis and would include tasks such as cabling, wireless installations, server installations or assistance moving premises.
A full scope for such works will be agreed in advance of work commencing.
If the Customer selects this option full details will be set out on page 1.
Back-up Only option
When a Customer choses a back-up facility they are paying for access to a specific size of back up space with a specific provider.
The Company does not guarantee that the data is being backed-up correctly by the Customer.
The process of backing-up the data and the frequency of the back-up remains the sole responsibility of the Customer.
Back-up managed by Company
If the Company are managing the back-up of data for the Customer, the timing and effectiveness of the back-ups will be the responsibility of the Company.
The Customer remains responsible for taking hard drives off site and storing them in a safe location.
The company accepts no responsibility for lost data or any downtime that the Customer may experience.
If the Customer has elected a Back-up product as part of their Services, that will be detailed on Page 1. The full nature and extent of the back-up facility selected will then be set out in Schedule 2.
It is the Customer’s responsibility to ensure that the back-up product selected is sufficient for their needs and responsibilities.
Should the Customer lose data the Company can, if so instructed seek to recover as much data as possible however the Customer will pay for the Company’s time in attempting to do so.
The payment of the company’s time will be based upon an hourly rate which will be quoted at the time that the instruction to undertake the work is received. Payment is not conditional upon any data being recovered as the Company is unable to guarantee the same.
Support costs are chargeable at a none contract rate of £60.00 plus VAT per hour unless a customer has a Support Contract with the Company that provides the support required. The minimum charge is 30 minutes of time.
It is the sole responsibility of the customer to ensure that they keep their systems are updated. A failure to do so may result in a loss of functionality which the Company will not be responsible for.
If the Company assume responsibility for this task on behalf of a Customer, the details will be expressly set out on Page 1.
It will remain the Customers responsibility to ensure that their hardware is suitable for all updates. If updates do not work and the Company is required to investigate why, the Customer will be charged for that time at a rate of £60.00 per hour. The minimum charge is 30 minutes of time.
The Company will seek to provide the Products and Services within a timely manner.
Any specific timeframe or dates provided are given as guidance only and the Company makes no guarantee in respect of the same.
For the purpose of this Contract, time is not of the essence and the Company shall not be liable for any loss or damage suffered by the Customer as a result of delay.
The Customer agrees that the Payments due will be as set out at page 1.
If the Payments may vary, details will also be set out at page 1.
Payments must be made in full without any deduction or set off of any kind.
The Company at its absolute discretion can change the method by which the Customer is obliged to make Payments.
The Company reserves the right to, at any time and without limiting any other rights and remedies that it has, set-off any amount owed to it by the Customer against any amount owed by The Company to the Customer.
The Company will only extend its payments terms at its absolute discretion and reserves all rights to refuse such requests without reason. Any variations must be confirmed in writing.
Any amounts that are not paid within 14 days of falling due, may become the subject of legal proceedings and will be recovered via any and all enforcement methods available to the Company.
The Customer agrees that it is a specific contractual term that any legal costs incurred by the Company in enforcing the terms of this Contract or in recovering unpaid sums will be contractually payable by the Customer on an indemnity basis. This includes solicitors costs and disbursements both before and after the commencement of proceedings (regardless as to the value of the claim).
If Payments are delayed or not made, the Company reserve the right to suspend all services until such time as the account is brought up to date.
Late payments will attract a late payment fee of £35.00 plus VAT.
The Company shall be entitled to charge interest on overdue amounts at a rate of 8% above the Bank of England base rate, calculated on a daily basis until actual payment is made in full.
14. Limitation of liability
The Company limits its liability to the maximum extent permitted by law.
The Company do not accept liability for any loss or corruption of data. The Company accept not responsibility for the functionality, suitability or effectiveness of any product, system or software.
The Company accept no liability for any downtime a Customer may experience for any reason.
The Company do not accept any liability for any period when a service is unavailable, interrupted or otherwise paused. The Company will use all reasonable endeavours to resume a Service as soon as possible following an outage or interruption, but they are unable to confirm any definitive timescales for how long a Service may be unavailable.
The Customer expressly notes and accepts that the Company are not liable for any loss howsoever arising from any period when a Service is unavailable. The Customer warrants that they have their own disaster plan in place which provides them with adequate protection against all risks.
The company make no representations as to the suitability or commerciality of the Services. The Customer will be provided with general guidance only.
The Company shall have no liability in contract or in negligence or otherwise for consequential loss, indirect loss, or economic loss, howsoever arising. This exclusion would include but is not limited to loss of profit, loss of contracts, and damage to the property of the Customer or a third party.
The provisions of Clause 13 do not apply to the following:
• to claims for death or personal injury to persons arising out of the Company’s negligence.
• to claims for breach of warranty of title implied by law.
• to claims for related fraudulent activity or activities.
Some of the Goods supplied by the Company are covered under manufacturer’s guarantee and third party terms. Such guarantees are excluded from any obligations placed on the Company and the Customer must take their own steps directly with the manufacturer if they wish to rely upon such guarantee.
The Company do not provide advice in relation to any manufacturers guarantee. The Customer must make their own investigations and/or seek independent advice.
Delivery of any goods, materials or components shall be deemed to take place at the moment of discharge from the Delivery vehicle at the Delivery Point.
The Delivery Point shall be the address provided for delivery by the Customer which is recorded on Page 1 of this agreement.
Statements as to the time(s) and date(s) for delivery of the goods, materials or components shall be treated as estimates only. Time shall not be of the essence of the contract nor may be made so. The Company does not guarantee to meet any quoted delivery dates and the Customer shall not be entitled to refuse delivery or seek compensation because of the delay.
The Company will refuse to deliver any goods, materials or components over roads or other ground which the Company considers unsuitable and any resultant abortive costs incurred will be paid by the Customer to the Company.
It is the Customer’s responsibility to advise the Company of any delivery/offloading restrictions and any additional costs incurred in delivery of the Customers order will be chargeable.
If the Customer refuses to accept delivery of the goods, materials or components or fails to give the Company adequate delivery instructions, then the Company may: –
a) Store the goods, materials or components until actual delivery to the Customer or until the Goods are disposed of;
b) Sell the goods, materials or components at the best price readily obtainable.
The Customer shall be liable to pay the costs of the sale.
The Customer shall be liable to pay a charge for handling, transportation, storage and insurance of the goods, materials or components as reasonably incurred by the Company;
Further, if the goods, materials or components are sold for less than the price payable by the Customer, the Customer shall be liable to pay to the Company the difference in price.
A delivery note which is signed by and on behalf of the Customer shall be conclusive proof of delivery of the Goods described in the delivery note.
17. Availability of Goods, Materials and Components
All orders to obtain goods, materials and components on behalf of the Customer are accepted by the Company subject to goods, materials and components being available to the Company from its suppliers and by accepting an order the Company does not give a warranty as to availability.
In the event that the Company is unable to obtain any goods, materials or components which match any agreed specific specification, the Company reserves the right to vary the agreed specification of materials used if, in its opinion, the finished product will be of an equivalent or higher standard.
Goods that are of special request, special specification and/or have been modified on request by the Customer are goods which are non-returnable or cancellable after order.
18. Property and Assumption of Risk
All rights, title and ownership in all items or materials which are used by the Company in providing or delivering the service shall pass to the Customer only when full payment has been received by the Company from the Customer.
All risk and responsibility for all items and materials passes to the Customer, when the Customer collects the items from the store.
The Customer agrees that they will not disclose any Confidential Information, which includes any information that is not already in the public domain.
The obligations of this clause 19 shall survive the termination of the Contract.
20. Data Protection
The Company complies with all Data Protection law.
A copy of our Data Protection Policy is available upon request.
21. Warranty of Contractual Capacity
Both parties and the signatories to this Contract warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.
22. Whole Agreement
This Contract constitutes the entirety of the agreement between the parties. It supersedes any prior representations which may have been made, whether orally or in writing. Any modification to this agreement must be made in writing and signed by both parties.
The Customer shall indemnify the Company against any loss or damage which results from the Customer’s breach of this agreement or failure to abide by any of its terms.
No waiver, by either party, whether implied or express, of any particular provision of these Terms, or of any breach or default of either party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of the Terms.
25. Term & Termination
The contract between the Customer and the Company starts on the date that the order is placed.
All contracts with the company are for a minimum term of 36 months (‘the Minimum Term’), unless the order form states otherwise.
At the end of the Minimum Term, the contract will automatically renew for an additional fixed term equal to the expiring term length unless either party gives the other party notice of non-renewal at least 90 days before the end of the relevant Term.
Any automatic renewal term will oblige the Customer to make payments the same as they did during the period term, plus an increase which will not exceed twenty five percent (25%) per annum.
The Customer has no right to terminate a contract within the Minimum Term or any subsequent fixed term. If they do, the full contractual amounts due from them for the remainder of the current term will be immediate due as a debt and payable within 14 days.
If the particular Service being provided to the Customer is provided on different terms, those terms will be set out within page 1 or schedule 1. The information on page 1 shall prevail over any other term contained herein in the event of a conflict.
The Company may terminate the Contract, without notice in the following circumstances:
• The Customer fails to pay an amount due under the terms of this contract;
• The Company is no longer in a position to provide the Products or Services;
• The Customer becomes ‘Insolvent’.
The term ‘Insolvent’ shall include situation when the Customer:
• has a petition presented for its winding up; or
• passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or
• enters into a voluntary arrangement with its creditors; or
• becomes subject of an administration order; or
• Being an individual or firm becomes bankrupt or insolvent; or
• enters into a voluntary arrangement with creditors;
If the contract with the Company is solely to provide Hardware, the term of the contract ends when the Company delivers the hardware and fulfils any additional obligations such as installation at the Customers premises.
26. Force Majeure
The Company shall not be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, disease, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery or shortage of raw materials or supplies. In those circumstances the Company have the option, at their absolute discretion, to delay your Order or cancel it.
Any delay of the Order will not exceed 90 days from the original estimate date of delivery, failing which the Company will cancel the Order.
Any notice or communication served during the performance of this agreement shall be sent by recorded delivery or via email.
• Email – email@example.com
• Recorded Delivery Address – Suite S8, The Business Centre, Hooton Road, Hooton, CH66 7NZ
If a Clause of this Contract is determined by any Court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Contract will continue in effect.
If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
29. Governing Law
Any differences arising between The Company and the Customer concerning this contract or the rights and liabilities within it shall be governed by and interpreted, in all respects, in accordance with the Laws of England. The parties hereby submit to the exclusive jurisdiction of the English Courts.
30. Third Party Rights
Anyone who is not a party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms.
Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (Rights of Third Parties) Act.
The Company may transfer their rights and obligations under the Contract to another organisation but will always notify the Customer in writing if this happens.
The Customer may only transfer their rights or obligations under this Contract if agreed by the Company in writing.
Nothing in this contract is intended to, or shall be deemed to, establish any partnership or joint venture between you and the Company.
The Company reserves the right to bring any action which arises out of your failure to comply with the obligations set out within the terms of this agreement at any stage up until the statutory limitation period. Should the company require recourse against you beyond the statutory limitation period then an application would be required for permission from the Court.