Index

General Terms and Conditions

  1. Order of Precedence
  2. Effective Date
  3. The Services
  4. Service Charges and Payment
  5. The Client's Obligations
  6. SCL's right to suspend the Service
  7. No Warranty
  8. Term and Termination
  9. Limitation of Liability
  10. General
  11. Force Majeure: Matters beyond the reasonable control of either party
  12. Confidentiality
  13. Intellectual Property Rights
  14. Domain Name Registration
  15. Bandwidth Restrictions

General Terms and Conditions Schedule

    1. Schedule 1 - Shared and Dedicated Hosting Services
    2. Schedule 1 - Part B – Dedicated Servers
  1. Schedule 2 - Co-Located Services
  2. Schedule 3 - Online Backup
  3. Schedule 4 - Acceptable Use Policy
  4. Schedule 5 - Business VoIP Terms and Conditions
  5. Schedule 6 - Hosted Desktop
  6. Schedule 7 - Service Level Agreement

Additional Terms and Conditions for On Premise IT Support

    1. Definitions and Interpretation
    2. Order of Precedence
  1. Effective Date
  2. SCL's Obligations
  3. The Customer's Obligations
  4. Orders
  5. Charges
  6. Use of Service
  7. Connection of Customer Equipment to the Products and/or Services
  8. SCL Equipment and Products
  9. Confidentiality
  10. Intellectual Property Rights
  11. Termination of Service and the Agreement
  12. Limitation of Liability
  13. Force Majeure
  14. Dispute Resolution
  15. Notices
  16. Assignment/Subcontracting
  17. Governing Law and Jurisdiction
  18. Miscellaneous Provisions

Additional Terms and Conditions for On Premise IT Support Schedule
Schedule 1


Support Services for On Premise IT Support

  1. Dedicated IT Support
  2. Site Visits
  3. Remote Access
  4. Labour Rates
  5. Storage of Data
  6. The Support Services
  7. Payment of Fees & Charges

General Terms and Conditions

Definitions and Interpretation

In this Agreement, the following definitions shall apply:

Acceptable Use Policy” means the policy set out in Schedule 5 of this Agreement
Agreement” means this Agreement which consists of these General Terms and Conditions, any Schedules and any Orders”
Charges” means the fees payable for the Services as set out in the Order
Client” means the client entity that signs the Order
Colocation Services” means the provision of an allocation of physical space, and access to an allocation of power, provided within a Data Centre;
Colocation Suite” means a room within a Data Centre within which the Colocation Services are provided;
Customer Equipment” means equipment (including software), other than SCL Equipment, used by the Client in connection with the Service
Data Centre” means a building in which a Colocation Suite is situated, whether owned by us or a third party;
Dedicated Rack” means a Rack that is provided for the sole use of one customer and shall only contain the Customers Equipment and our equipment that is required to provide the Colocation Services to you;
Minimum Term” means the period of 12 months unless otherwise stated in the Order
Order” means the document issued by SCL confirming the details of the order placed by the Client
Party” means either SCL or the Client and “Parties” means both SCL and the Client
Rack” means the physical chassis, frame or cabinet which will house your Equipment;
Schedule” means a Schedule under these General Terms and Conditions relating to a Service which forms part of these General Terms and Conditions
Shared Rack” means a Rack that is provided to house multiple, different customers’ equipment and is not for the sole use of any single customer;
“SCL” means Serviced Cloud Limited whose registration number is 06765598 and whose registered office address is Suite 40 Beaufort Court, Admirals Way, Canary Wharf, E14 9XL
SCL Equipment” means equipment (including any software) owned or licensed by SCL and placed on the Client’s premises by SCL for the provision of a Service
Service” means a service provided by SCL under these General Terms and Conditions
User” means any person who is permitted by the Client to use the Service

  1. Order of Precedence

    In the event of a conflict among the documents constituting this Agreement, the order of precedence shall be as follows, in decreasing order:

    1. The Order
    2. The Schedules
    3. The rest of the General Terms and Conditions
  2. Effective Date

    This Agreement shall take effect on the date that the Order is issued. The Service shall commence on the date stated in the Order. The Agreement shall continue until it is terminated in accordance with its terms.

  3. The Services

    3.1 SCL shall provide the Services in accordance with the Order, and the terms of this Agreement.

    3.2 In addition, where the Order includes:

    1. Shared and Dedicated hosting Services the provisions of Schedule 1 shall apply;
    2. Co-Located Services the provisions of Schedule 2 shall also apply;
    3. Online Backup Services the provisions of Schedule 3 shall apply;
    4. Business VoIP Services the provisions of Schedule 5 shall apply; and
    5. Hosted Desktop and Hosted Exchange Services the provisions of Schedule 6 shall apply.

    3.3 SCL reserves the right to modify the General Terms and Conditions or Service description in order to improve the quality or effectiveness of the Service without the prior agreement of the Client. SCL shall use its commercially reasonable endeavours to notify the Client of any changes to be made at least 30 days in advance.

    3.4 The Service Level Agreement set out in Schedule 7 of this Agreement shall apply to each of the Services (except connectivity which is subject to its own service level agreement).

    3.5 The Client shall comply with the Acceptable Use Policy set out in Schedule 4 of this Agreement (as amended by SCL from time to time). The Client shall be responsible for ensuring compliance with the current version of the AUP. The Client agrees that SCL may modify the Acceptable Use Policy unilaterally and without prior notification.

  4. Service Charges and Payment

    4.1 The Client agrees to pay SCL the charges set out in the Order.

    4.2 SCL reserves the right to modify its charges (including its charges for maintenance and support services and for training and instructional materials) upon 30 days written notice to the Client.

    4.3 The Client agrees that in respect of SCL’s “Pay As You Go” services, SCL’s usage statistics, as expressed on SCL’s systems will constitute the full and final statement for billing purposes.

    4.4 Service charges will be invoiced in accordance with the timescales set out in the Client's Order. Payment must be received by SCL within 30 days of the date of the invoice, unless otherwise stated in the Order or in these General Terms and Conditions. SCL may charge daily interest on outstanding amounts until payment in full is received at a rate equal to 4 per cent per annum above the HSBC Bank plc Base Lending Rate as current from time to time. If on pay in advance terms, payment must be received by SCL by the due date agreed and subsequently by the due date of any service renewal.

    4.5 All sums due to SCL are exclusive of Value Added Tax ("VAT"), and any other use or sales taxes, duties, or levies imposed by any authority, government, or government agency which may apply or be introduced from time to time which shall be charged thereon in accordance with the relevant regulations in force at the time of providing the Service and shall be paid by the Client.

  5. The Client's Obligations

    5.1 The Client agrees to pay for loss or damage to SCL Equipment used in providing the Service which is caused by Client's negligent acts or omissions.

    5.2 The Client shall ensure that all Users:

    1. (a) use the Service strictly in accordance with the Acceptable Use Policy; and
    2. (b) do not use the Service for unlawful purposes or any purpose for which the Service was not designed including unauthorised use, obtaining or attempting to obtain service by rearranging, tampering with or making connection with any facilities of SCL or by any deception, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever.

    5.3 The Client is responsible for and shall indemnify, keep indemnified and hold SCL harmless from and against all losses, liability, damage and expense, (including reasonable legal fees), which SCL incurs or suffers as a consequence of any direct or indirect breach or any negligent performance of the Agreement by the Client (any of its employees, agents, sub-contractors or Users).

    5.4 The Client will be responsible for the content of any transmission over the Service and the connection of any non SCL Equipment to the Service.

    5.5 The Client shall keep confidential all SCL software used by it or by its Users, and shall not examine, copy, alter, "reverse engineer", decompile, discover the source code to, tamper with, or otherwise misuse such software.

    5.6 The Client's right to use the Service is personal to the Client and its Users. The Client is prohibited to sell, assign, sublicense or grant a security interest in or otherwise transfer any right in SCL software. This Agreement does not grant the Client any rights of use or ownership of any SCL Equipment.

    5.7 The Client shall comply at all times with all relevant statutory and licensing obligations in connection with accessing and using the Service.

    5.8 Where SCL are required to provide a Service at the Client’s premises, the Client shall provide a suitable environment for any equipment necessary to provide the Service. The Client agrees to permit reasonable access to SCL employees, agents or contractors onto its premises whenever necessary for purposes of installation or repair of SCL Equipment necessary to provide the Service.

    5.9 SCL shall not be responsible for the installation of equipment necessary to provide the Service or for any cabling other than equipment purchased from SCL under a managed service agreement.

    5.10 SCL shall maintain the Service and provide the Client and its Users such as support, training, instructional material (where requested by the Client) at SCL’s then current prices for such support services.

    5.11 The Client shall regularly monitor the e-mail account it has specified for communications from SCL in relation to the Service.

    5.12 For the avoidance of doubt, it is the Client's responsibility to carry out all necessary computer virus precautions. SCL shall bear no liability for computer viruses or losses arising from computer viruses.

    5.13 It is the responsibility of the Client to keep independent backup files of important data. SCL shall bear no liability for any loss incurred from the Client's failure to backup any files.

    5.14 SCL does not warrant the integrity of the Client’s data. SCL does not warrant that the Client’s data shall be stored free from corruption. The Client accepts full responsibility and liability in relation to its data.

  6. SCL's right to suspend the Service

    6.1 SCL reserves the right to suspend all or part of the Service if it becomes aware of any actual or potential breach of its Acceptable Use Policy by the Client or other User. If the Client fails to remedy any breach within 10 days after written notice then SCL reserves the right to terminate this Agreement in accordance with the provisions in clause 8.

    6.2 SCL reserves the right to suspend all or part of the Service if the provision of the Service might expose SCL to criminal or civil liability of any kind.

    6.3 SCL shall only restore the Service to full operation if, on the information provided to it in relation to the reason for the suspension of the Service, it in good faith reasonably judges that there is no risk of the restoration of the Service exposing it to criminal or civil liability of any kind and/or its Acceptable Use Policy is fully complied with.

    6.4 SCL reserves the right to suspend all or part of the Service if payment is not received within 45 days of the date of a valid invoice, and such service will only be resumed, and then entirely at SCL’s discretion, if all monies outstanding have been received by SCL. This clause is without prejudice to SCL right to terminate in any event the agreement in accordance with clause 8.

    6.5 During any period of suspension the Client agrees to continue to pay and to remain liable for all charges pursuant to the terms of this Agreement and the Order.

  7. No Warranty

    7.1 SCL shall not be responsible for any delay in or failure of the Service due to any occurrence beyond SCL’s reasonable control.

    7.2 SCL gives no warranty and accepts no responsibility in relation to any information of third parties accessed by Client by means of the Service.

    7.3 SCL makes no warranty, express or implied, relating to the fitness for purpose or quality of the Service.

  8. Term and Termination

    8.1 Once this Agreement has become effective in accordance with clause 2, this Agreement shall continue for the Minimum Term unless it is terminated by either party giving ninety days written notice to the other party, provided always that such notice shall not expire prior to the last day of the Minimum Term. If neither party gives notice to the other, then the Agreement shall continue in full force and effect beyond the Minimum Term for a further period of twelve months.

    8.2 In the event of default which include failure by Client to pay any amounts; or failure by either party to cure any breach of a term or condition in this Agreement within 10 days after written notice; or if an interim order is made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made by either Party, or a voluntary arrangement is approved or an administration order is made, or a receiver or administrative receiver is appointed of any of either Party's assets or undertaking or a resolution or petition to wind up either Party is passed or presented (otherwise than for the purposes of reconstruction or amalgamation); or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order, the other party shall be entitled to terminate this Agreement without further liability, except that the Client agrees to pay for all sums due both up to the time of such termination and for all sums due for the remainder of the Minimum Term.

  9. Limitation of Liability

    9.1 Neither party excludes or in any way restricts its liability for death or personal injury resulting from its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation.

    9.2 Subject to clause 9.1, SCL shall not be liable to the Client, whether in contract, tort, under statute or otherwise howsoever arising under or in connection with this Agreement (including in each case negligence): (a) any loss of profits, business, goodwill (including pecuniary losses arising from loss of goodwill), or revenue; (b) any loss or corruption or destruction of data; (c) any special, indirect or consequential loss or damage whatsoever, and/or (d) any loss arising from the transmission of viruses, whether or not that party was advised in advance of the possibility of such loss or damage.

    9.3 Subject to any other limitations of liability that are set out in this Agreement, if SCL is in breach of any obligations under this Agreement, or if any other liability howsoever arising, whether deliberate or unintentional (including liability for negligence or breach of statutory duty) arises in connection with this Agreement, then subject to clauses 9.1 and 9.2 SCL’s  liability to the Client shall be limited to 100% of the contract value for the Minimum Term, provided that any remedies contained in any Service Level Agreement shall be the sole and exclusive remedy for any failure to meet the performance obligations under that Service Level Agreement.

  10. General

    10.1 All notices from either party shall be sent by prepaid post or by e-mail. SCL shall send all notices to the Client's billing address or to the e-mail account notified to it by the Client. The Client shall send all notices to the SCL e-mail address, notified to it by SCL.

    10.2 This Agreement may not be assigned, delegated, transferred or otherwise dealt with, without the prior written consent of SCL. The Client authorises SCL to assign or transfer this Agreement, including any and all billing and service provisioning activities, to any third party  as necessary to enable SCL to provide the Service.

    10.3 Save as otherwise provided for in this Agreement, this Agreement may not be waived, altered, or modified, except by document in writing signed by authorised representatives of SCL and the Client.

    10.4 The section headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

    10.5 This Agreement shall be governed by and construed and interpreted in accordance with the laws of England and Wales, and the parties submit to the jurisdiction of the English Courts.

    10.6 If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.
  11. Force Majeure: Matters beyond the reasonable control of either party

    11.1 Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement caused by or resulting from force majeure including events that are unpredictable, unforeseeable, or irresistible such as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, acts of terrorism, biological warfare, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labour unrest, civil disturbance, sabotage, expropriation by government authorities and any other act or any event that is outside the reasonable control of the concerned party.

  12. Confidentiality

    12.1 Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it shall receive or otherwise become aware of information relating to the other party, its clients, Clients, businesses, business plans or affairs, and proposed Projects, which information is proprietary and confidential to the other party (“Confidential Information”).

    12.2 Confidential Information shall include any document marked “Confidential”, or any information which the recipient has been informed is confidential or which it ought reasonably to expect the other party would regard as confidential.

    12.3 Confidential Information shall exclude information which:

    1. at the time of receipt by the recipient is in the public domain;
    2. subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
    3. is lawfully received by the recipient from a third party on an unrestricted basis; and/or
    4. is already known to the recipient before receipt hereunder.

    12.4 Each of the parties undertake to maintain the confidentiality of the other party's Confidential Information at all times and to keep the other party's Confidential Information secure and protected against theft, damage, loss or unauthorised access. Neither party shall at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the other party, use, disclose, exploit, copy or modify any of the other party's Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations hereunder.

    12.5 Each of the parties undertakes to disclose the other party's Confidential Information only to those of its Associates to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement.

    12.6 Neither party shall be in breach of this Clause 12 if it discloses the other party's Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.

    12.7 Each party shall indemnify the other from and against all losses, damages, costs, liabilities and expenses (including legal expenses) arising out of or in connection with the other party's or its Associates' breach of this Clause 12.

    12.8 The terms of, and obligations imposed by this Clause 12, shall survive the termination of this Agreement for any reason.

  13. Intellectual Property Rights

    13.1 SCL shall remain the sole owner of and retain all right, title and interest in any Service, technical information and/or intellectual property rights ("IPR") provided to Client hereunder, including, without limitation, all trademark, trade names, service marks, copyrights, computer programs, general utility programs, software, methodology, databases, specifications, systems designs, applications, enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment, tools, libraries, discoveries, inventions, techniques, writings, designs and other IPR either used or developed by SCL or its agents in connection with the provision of Service hereunder ("SCL Technology"). Any SCL Technology will not be work for hire. In return for payment of all fees and charges, SCL grants to Client a royalty free, non-exclusive, non-transferable, non-assignable license to use any IPR provided with the Service hereunder. SCL shall be free to provide similar IPR to other parties and shall retain the right to unrestricted use of any data, any and all related concepts, know-how, techniques or IPR either acquired or developed as a result of this Agreement.

  14. Domain Name Registration

    14.1 When seeking domain name registration, the Client shall:

    1. be responsible for ensuring that the domain has not been registered by another person, entity or organisation;
    2. comply with all relevant eNom, Nominet and Europe Registry terms and condition, or the relevant terms and conditions of any other relevant register; and
    3. comply with all relevant terms and conditions of Comodo or relevant certification authority.
  15. Bandwidth Restrictions

    15.1 The Client agrees not to exceed the fixed volume of Bandwidth (measured in average Mbps over a month) set out in the Order. Any bandwidth used in excess of that stated in the Order shall be charged at £50 per Mbps, in any monthly period. SCL reserves the right to cap the bandwidth and/or terminate the Agreement in accordance with clause 8 if the Client continually uses excess bandwidth.

SCHEDULE 1
Shared and Dedicated Hosting Services

The provisions of this Schedule 1 shall apply where the Client is taking Services consisting of hosting Client data on both shared and dedicated servers

PART A: SHARED SERVERS

  1. Supply

    1.1 SCL shall provide a shared webspace with ftp access. Shared servers will be configured with a standard set of software to which the Client will not have access.

    1.2 The Client agrees that if its website affects other clients on the same server SCL has the right to turn the Client’s website off until the matter has been resolved to the reasonable satisfaction of SCL. If the matter is not resolved with a period of 7 days, SCL reserves the right to terminate this Agreement in accordance with clause 8.

    1.3 SCL reserves the right to vary the Service level at anytime. Any such variations will not be such as to reduce the overall standard of Service.

    1.4  SCL reserves the right to remove material it deems inappropriate (at its sole discretion), from the Client’s web pages, without prior notice, including without limitation Adult, Warez and Illegal MP3.

  2. Client Obligations

    1. The Client agrees not to exceed the fixed volume of Bandwidth (measured in average Mbps over a month) set out in the Order.  Any bandwidth used in excess of that stated in the Order shall be charged at £50 per Mbps, in any monthly period. SCL reserves the right to cap the bandwidth and/or terminate the Agreement in accordance with clause 8 if the Client continually uses excess bandwidth.
    2. The Client agrees that if the Client’s account is closed for any reason all files will be deleted by SCL and will not be recoverable.
    3. The Client shall keep its website secure and patched with latest software, and shall ensure that all necessary back up is undertaken on a regular basis in accordance with good industry practice.

SCHEDULE 1
PART B: Dedicated Servers

The provisions of Part B of this Schedule 1 shall apply where the Client is taking Services consisting of hosting Client data on one or more dedicated servers.

  1. SCL Obligations

    1.1 SCL shall provide the system (including the operating system) as specified in the Order. The Client shall be responsible for operating and maintaining the server.

    1.2 SCL shall ensure connectivity and power to the server.

    1.3 SCL shall restore the server back to its default state within 48 hours of being requested to do so.


Schedule 2
Co-Located Services

The provisions of Schedule 2 shall apply where the Client is taking Co-located Services. Where the Client is taking Co-located Services the Client agrees that:

  1. Service Description

    1.1 The power, space and networking requirement shall be as set out in the Order.

  2. Client Obligations

    2.1 The Customer Equipment shall be at your risk at all times and you shall be responsible for insuring the Equipment against all risks. You shall also effect and maintain insurance for public liability, material damage and business interruption cover from the Commencement Date until such date as is necessary to ensure that insurance is provided for all of your liabilities arising under this Agreement and which would usually be covered under such policies irrespective of when any claim in relation to any such liability is made. Such insurance shall be maintained with a reputable insurer and will include a waiver of subrogation in favour of us and/or the data centre operator and you shall produce on demand for inspection by us and/or the data centre operator adequate proof of such insurance.

    2.2 You shall provide all necessary access to Equipment, information, facilities and authorisations necessary to enable us to fulfil our obligations under the agreement where appropriate and shall provide such cooperation as we may reasonably require in connection with the Colocation Services.

    2.3 You shall provide us with all relevant user manuals, software and access code(s) and other documentation necessary for us to provide the Colocation Services.

    2.4 You shall not be permitted to connect any of the Equipment to, or disconnect any of it from, the System in any of our Colocation Suites without, in each and every case, our prior written notice.

    2.5 You agree that you and your employees, sub-contractors and agents shall not examine or interfere with the System or any other equipment in any of our Colocation Suites.

    2.6 You agree that you will procure that in so far as a user or Third Party has access to or use of the Colocation Services, such user or Third Party will comply with all the terms and obligations under this Agreement, save for the obligations in relation to payment, as if such Third Party user was a party to this Agreement.

    2.7 You agree not to do any act or thing which shall be a breach of any lease, licence or agreement, legislation (including but not limited to all relevant Health and Safety regulations), regulation or order or otherwise affecting the use of any of our Colocation Suites or provision of the Colocation Services and/or use of the Equipment and shall procure that all individuals at any of our Colocation Suites on your authority or at your invitation abide by all rules and regulations notified to you by us from time to time.

    2.8 You shall not be permitted to make any alteration or modification to any of our Colocation Suites, or any of the Racks, storage facilities, fixtures and fittings or any other facilities provided.

    2.9 You shall keep that part of any of our Colocation Suites at which the Equipment is located from time to time, clean and tidy and free from rubbish and other debris and refrain from obstructing any doors or access to that space at all times.

    2.10 You undertake that you will ensure that any Third Party has no rights at any of our Colocation Suites or against us or the data centre operator.

    2.11 You warrant and represent to us as follows:

    • a) that you will act with all due care and skill when inside any of our Colocation Suites, working on the Equipment or otherwise performing your obligations under this Agreement;
    • b) that any Equipment installed at any of our Colocation Suites shall at all times fully conform with the manufacturer’s specifications of the Equipment, the relevant standard or approval at that particular time and all other regulations that apply to it from time to time, including without limitation, those concerning safety and electromagnetic compatibility; and
    • c) that the provision of any Colocation Services in the proper discharge of our obligations under this Agreement will not infringe any patents, trademarks, design rights (whether registerable or otherwise), copyright, database right, know-how and other similar rights or obligations (whether registerable or not) of any third party in any country.

    2.12 Removal of Customer Equipment is only permitted under the following conditions.

    • a) Customer Equipment can only be removed from the datacentre with written permission from SCL.
    • b) You agree to provide at least 72 hours notice to remove Customer Equipment.
    • c) Removal of Customer Equipment from the Colocation Suite will be considered as a request by the client to Terminate the contract as per General Conditions Clause 8 Term and Terminations. In such an instance all remaining fees due to SCL for the remainder of the contract must be received by SCL before the Customer Equipment will be released from the Colocation Suite.
    • d) Removal of Customer Equipment can only be done under the supervision of a SCL engineer whose time is charged at the prevailing labour rates.

    2.13 Upon Termination of the Contract

    • a) Within 5 days of the end of the contract the client will remove their Customer Equipment.
    • b) Removal of Customer Equipment can only be done under the supervision of a SCL engineer whose time is charged at the prevailing labour rates.
    • c) Failure to remove the equipment will result in SCL removing and destroying the Customer Equipment. All reasonable costs involved in that process will be billed to the customer.
  3. Client Rights

    3.1 We shall permit you upon reasonable notice:

    • a) where your Equipment is hosted in a Shared Rack, to be granted access to the Colocation Suite 24 hours a day 7 days a week, for the purpose of inspecting the Equipment and facilities provided; and
    • b) where your Equipment is hosted in a Dedicated Rack to be granted access to the Colocation Suite 24 hours a day 7 days a week, for the purpose of carrying out any necessary maintenance and/or repair to the Equipment not covered by our service.
    • c) In cases where emergency maintenance and/or repair work is necessary you shall give us as much notice as is possible under the circumstances (and you acknowledge and accept that immediate access may not be possible).
    • d) You shall be allowed access to the Colocation Suite where your Equipment is hosted only under the supervision of a SCL engineer at all times, and strictly by appointment. SCL engineering time will be charged to the client at the prevailing rates. Where your Equipment is hosted in a data centre managed by us but operated by a third party (such as Level 3), you may access the data centre un-supervised when specific written consent is provided by us, and all of the data centre operators access procedures are followed. Unsupervised access is provided at our discretion.
    • e) Customer maintenance within the cabinet is limited to the replacement of hot swappable parts and the replacement of parts that are designed for in-situ access with the equipment powered down. Extensive work that requires equipment to be dismantled should be done away from the cabinet in the designated repair area.
    • f) While we try to ensure that authorised personnel behave responsibly on site, we cannot be held responsible for damage or service interruption caused by Appropriately Authorised personnel working in Shared Cabinets.

    3.2 We and/or the Datacentre operator reserve the right to refuse any person entry to any of our Colocation Suites if:

    • a) he or she cannot demonstrate that he/she is Appropriately Authorised; or
    • b) we and/or the Datacentre operator reasonably consider it inappropriate to allow the individual entry to any of our Colocation Suites for any reason (whether or not they are Appropriately Authorised); or
    • c) any individual wishing to acquire access refuses to be searched and for any items (including data storage devices) to be properly checked.

    3.3 A person will only be "Appropriately Authorised" if we have had reasonable prior written notice from you stating that the person concerned is to be permitted access to the Equipment on your behalf together with the status of such person(s). Individuals authorised to access your equipment are identified by a list held by us drawn up at the point of sale. You acknowledge that it is your duty to notify us of Appropriately Authorised personnel, in good time and is required to notify us of any change to the list of Appropriately Authorised personnel in writing.

    3.4 Any individual may be asked for additional photo identification on arrival at the Datacentre. Failure to provide suitable identification may result in access to the Datacentre being denied.


Schedule 3
Online Backup

  1. 1.1 The provisions of this Schedule 3 shall apply where the Client requires the use of software to securely backup and retrieve its data on-line via an Online backup storage platform.

    1.2 The Client will be provided with a username, password and encryption key to access the system. This encryption key will not be stored by the system. The Client agrees that if it loses this log in information, the data cannot be recovered, and SCL shall bear no liability for any losses arising.

    1.3 SCL shall provide the licenses as specified in the Order, for example for Veeam,  Ahsay, Microsoft and VMware  Software which is provided ‘as is’.

    1.4 SCL shall provide the back end storage. The Client agrees that storage is limited to the amount stated in the Order and shall be charged per usage.

    1.5 In the case of DRAAS SCL shall also provide the business continuity servers as specified in the Order.

    1.6 The Client agrees that it is the Client’s responsibility to configure and monitor the software.

    1.7 Any assistance required by the Client to migrate or seed data, and/or to configure software shall be charged at SCL’s current rates.

    1.8 SCL’s liability in relation to the loss or destruction of the Client’s data held within the on-line backup system is limited to the cost of the services for the previous month of the Agreement.


SCHEDULE 4
Acceptable Use Policy

Introduction

We have created this Acceptable Use Policy (AUP) to protect our resources, and the resources of our customers and peering networks in order to provide a high speed network, high availability services and to ensure that as an ISP, we comply with all relevant UK laws. This AUP must be read in conjunction with our Terms and Conditions.

It is the responsibility of all SCL clients to ensure that they comply with the latest edition of the AUP at any given time.

This AUP may be revised, without notice, at any time, at the sole discretion of SCL. Completion of the relevant application form, or connection to the service for the first time, is deemed to be an agreement to our Terms and Conditions and this AUP. In the event of a breach of this policy, SCL reserve the right to terminate all or part of any service with immediate effect, without recompense and delete any files held on our servers. If you have any questions about any of our policies, please contact This email address is being protected from spambots. You need JavaScript enabled to view it.

Compliance with UK Law

It is an offence under UK law to transmit, receive or store certain types of files. You may not use our services to engage in activities, or store, transfer to receive material of an indecent, offensive or otherwise illegal nature. Any such activities may result in prosecution by the UK authorities under the relevant Criminal Acts including but not limited to the Computer Misuse Act 1990, the Telecommunications Act 1984, the Protection of Children Act 1978, the Criminal Justice Act 1988 and the Prevention of Harassment Act 1997.

It is also a criminal offence under UK law to knowingly infringe intellectual property rights, such as copyright, patents, database rights and registered trademarks. You are reminded that sharing copyright material through the use of peer to peer software may consequently constitute a criminal offence if done without permission of the right owner in question. SCL will cooperate with any agency or rights holder wishing to assert their rights in these matters and SCL reserve the right to withdraw service under such circumstances.

The Data Protection Act 1998 and the Data Protection Act 2004 impose numerous duties on users who process personal data relating to third parties. Failure to comply with many of these duties constitutes a criminal offence. Users who are not merely processing personal data for domestic (including recreational) reasons are reminded of their likely duty to register with the Information Commissioner. Under the Electronic Commerce (EC Directive) Regulations 2002, we, as an ISP, are in general not liable to any criminal or pecuniary penalty for any unlawful acts carried out using our service unless we have actual knowledge of those unlawful acts. Accordingly if we become aware of credible evidence that you have carried out any unlawful acts we will take preventative measures to bring those acts to an end.

Compliance with foreign law

The Internet is global in reach. Consequently it is possible for you to break the laws of foreign countries notwithstanding that you are based in the UK. You must take all reasonable steps to avoid breaching relevant foreign laws.

Security and privacy

Login names and passwords must be kept secret and not be communicated to any third party. SCL must be notified immediately if they are compromised. Please keep a note of your passwords. If you forget or lose any password, you will need to contact support to have it changed. SCL will not guarantee the security or confidentiality of any data transmitted over our network. Where security or confidentiality is required, the customer must provide their own end-to-end security mechanism.

Internet access

You may not transfer or give out your connection details for others to use. You are responsible for all traffic that is sent from your connection. It is therefore your responsibility to ensure that all software on your side of the connection is virus-free and up-to-date with all relevant security patches. In particular, server software running on public-facing ports, such as mail servers and proxy servers, must not be remotely exploitable.

If we find malicious traffic emanating from your connection, we have an obligation to our other customers and peering networks to take urgent measures to block that traffic. In many cases, this can be achieved by selective port blocking, but in other cases, this will involve disconnecting and suspending the account until the issue has been resolved. We understand that in many cases, you may not be responsible for or aware of the problem, we will work with you to resolve the issue as efficiently as possible to restore normal service.

Users must not leave their home directory at anytime, and shall not attempt to gain the privileges of another user.

You may have commercial use of web and ftp space. This privilege must not be abused. If in SCL’s reasonable opinion this or any other facilities have been abused, this will result in an immediate termination of the account.

Users are responsible for the content of its web pages including obtaining the legal permission for any works they include and ensuring that the contents of its pages do not contravene any applicable law or the Acceptable Use Policy.

Users are responsible for any defamatory, confidential, secret or other proprietary material which is available on its web pages. SCL accepts no liability for such matters.

Messaging services

Messaging services covers any transaction involving software that transmits messages from one user to another, such as email, IRC, instant messaging or Usenet. Users may not abuse, or make physical threats against, another person via any type of messaging service, or any other electronic media/service we provide.

Users must abide by the policies of any messaging or IRC networks they use. We will co-operate with the administrators of such networks to identify abusive users and restrict their access. Users are reminded that harassment, threatening or slanderous behaviour is prosecutable under UK law. Users may not forge the sender address of any messages to appear to be from someone they are not. e-mail Users may not use our services to send unsolicited commercial e-mail (UCE, also known as 'Spam'). SCL will block the mail services of any customer found to be sending such mail. Users may not have "open mail relays". SCL will close the relay or connection of any customer found with an open mail relay. Opt-in mailing lists are allowed, where it can be proved that subscribers did opt-in and that a suitable opt-out mechanism is available.

SCL reserve the right to remove any mail older than 60 days from the server. It is the customer's responsibility to ensure that mail is regularly collected and removed from SCL’s POP3 servers. SCL advise against the use of the POP3 option to keep mail on the server. If a POP3 mailbox contains an excessive amount of mail, Serviced Cloud reserve the right to remove older mails from the mailbox to reduce its size.

Prohibition on Spam

SCL has a zero tolerance policy on spam originating from any Client or third party.

SCL reserves the right to charge the Client its reasonable costs to investigate any complaint’s regarding spam.

SCL shall hold the Client responsible for dealing with spam from or about their section of the network.

If SCL receive a complaint from a third party, SCL shall forward it to the Client. If SCL do not receive a response indicating the complete resolution of the complaint within 24 hours, SCL may drop the section of IP space involved in the spam complaint until SCL is reasonably satisfied that the problem is resolved.

If SCL receive repeat complaints and it is clear that the problem has not been resolved, SCL may black hole the section of IP space involved in the spam complaint until SCL are reasonably satisfied that the problem is resolved.

SCL also reserves the right to drop the section of IP space involved in spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet, without notifying the Client in advance. Where SCL takes such steps it shall notify the Client as soon as reasonably practicable.

SCL reserve the right to cancel any message posted to a news group if it is deemed to be of an unsuitable nature.

Voice spam is also prohibited by SCL, and this includes “cold-calling”.

Web Hosting

By uploading to a SCL web server, the Client will be deemed to have accepted and agreed to the relevant Terms and Conditions of use. You will be responsible for the content of your site, including obtaining the legal permission for any works they include and ensuring that the contents of these pages do not violate UK law. SCL reserve the right, without notice or explanation, to remove material which does not comply with this AUP or our Terms and Conditions, such as material of an adult nature or pirated software.

SCL reserve the right to suspend any or all of a site, if it is deemed to be causing excessive load or traffic, is adversely affecting the performance of other sites on the server, or is being abused by an external entity. It is the customer's responsibility to ensure that their scripts are not vulnerable to these problems. The customer agrees not to advertise their Website via unsolicited commercial e-mail. SCL reserve the right to suspend a site which has been 'spamvertised' at any time. SCL do not set hard quotas (a quota is the amount of Web space you have allocated) on commercial Web space. If you go over quota, your Website will continue to work, but you will be notified. It is your responsibility to ensure your quota exceeds your usage at all times. You may upgrade your quota at any time by contacting your account manager. If a site is excessively over quota, SCL reserve the right to suspend the site.

Subscribers will be held solely responsible for any defamatory, confidential, secret or other proprietary material made available via your site. SCL reserve the right to suspend any sites containing such material. You must be careful when using peer to peer networking software to ensure that you do not download or transfer material which you do not have the right to download or transfer Login names and passwords must be kept secret and not communicated to any third party, except for agencies, such as Webpage designers, working on your behalf. SCL must be notified immediately if they are compromised. If someone were to gain access to your account password, they could tamper with files held on your site.

Technical Support will only be provided for uploading, downloading and viewing pages. No support will be provided for HTML authoring or page design. The customer is ultimately responsible for ensuring that their site is suitably backed-up. SCL takes backups of the commercial servers for disaster recovery purposes only. If the account is suspended for any reason, such as non-payment, access to the site, both for viewing and uploading, may also be suspended.

On closing an account, the relevant data on this Web space will be deleted.

Attempted security breaches

Any attempt to breach the security of any machine is forbidden. Attempting to do so will result in immediate account termination and possible further legal action. Users may not run any program that monitors network packet data or any program that compromises the privacy of network traffic. It should be noted that attempting to breach security may lead to prosecution under the Computer Misuse Act 1990 or any other relevant criminal legislation. Attempts to circumvent copy protection technology and encryption are also likely to be illegal under the Copyright Designs and Patents Act 1988 (as amended).

Non-Specific

Users may not mount an attack, by whatever means, against our system, or any other systems. Users may not run unauthorised mailing lists from, or through any of our machines, or mail servers. Any IP addresses assigned to customers are owned by SCL. When using quota-based service, it is your responsibility to remain within your usage quota. SCL reserve the right to delete files for over-quota users if disk space is affecting the normal running of the server.

Technical Support

Technical Support exists for the benefit of SCL customers, providing support for questions relating directly to our services.
Technical support is here to provide the best service possible to our customers, but can, at times, be stretched by having to answer unnecessary calls. When contacting Technical Support, please ensure that you have all relevant details to hand, including details of any specific error messages encountered. Please help us to help you.

Password and Network Security

Users shall not divulge the password for the log in account to any other person or organisation, and users shall take all reasonable precautions to ensure that the password it is not discovered by any person or organisation.
SCL reserves the right to change the password in the event of any suspected security breach.

Users shall not use SCL’s network so as to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for the Client, logging into a server or account the Client is not expressly authorized to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organization's security policy.

Users shall not attempt to interfere or deny service to any user, host, or network. This includes, but is not limited to, flooding, mail-bombing, or other deliberate attempts to overload or crash a host or network.

If, in SCL’s reasonable opinion, the Client’s server is the initiator or target of a denial of service attack that adversely affects SCL’s or a third party’s network, SCL shall be entitled to terminate the Client’s account without notice, and the Client shall indemnify SCL for any costs, charges, or other expenses incurred.

SCL will cooperate fully with all reasonable requests for investigations of violations of systems or network security at other sites. Users who violate systems or network security may incur criminal or civil liability. SCL reserves the right to charge users for its reasonable costs and for the time spent by staff in investigating complaints pursuant to this clause.

Improper Use

Users shall not store more data in its account than the quota it is permitted to use (as notified to it by SCL). The quota command may be used to examine their current disc usage and quota.

The Client shall not run server processes, such as talkers or IRC Bots from its login account.


SCHEDULE 5
Business VoIP Terms and Conditions

Where the Client is taking Business Voice Over IP Services the terms of this Schedule 5 shall apply.

  1. Client Obligations

    1.1 The Client shall be responsible for providing its own access to the internet in order to use this Service.

    1.2 The Customer shall keep all login data regarding its SCL account (passwords and SIP passwords) confidential and secure and shall not divulge such data to any third party.

    1.3 The Customer is responsible for all necessary and usual safeguards against the accidental and abusive use of the Services by third parties. If the Client becomes aware of an unintentional or abusive use of Services, it shall inform SCL immediately. Failure to do so will result in the Client being liable for all damages resulting from this delay.

    1.4 If the Service is affected or unavailable other than due to SCL’s fault the Client will continue to be billed for the Service.

    1.5 The Client agrees to pay the price per minute for calls as set out in the Order, or notified to it by SCL.

  2. General Service Information

    2.1. The Client shall inform SCL of its correct contact name and address, failure to do so will prevent SCL from registering the Client with the emergency services and this feature being unavailable.

    2.2 The Client shall not make any test calls to the emergency services to "see if it works".

    2.3 SCL will port a number at the Client’s request provided its reasonable costs of doing so are paid in advance.

    2.4 SCL will not be obliged to process a number porting request to another provider if the Client has failed to pay any valid invoice in accordance with the terms of this Agreement.

    2.5 SCL charge per phone number per month, and make no charges for SIP Trunks. The Client agrees that if it does not pay for its phone numbers it will lose such phone numbers permanently.

    2.6 The Client agrees that phone numbers owned by the Client can be ported to SCL’s network for a charge set up in the Order. If a number porting order fails because the information the Client has provided is incorrect, then SCL will charge for the failure and charge again for the reattempt.

    2.7 Clients joining the Service after 1/1/15 will have free calls to UK Landlines starting 01 and 02. With this exception all Clients pay for their phone calls at the prevailing rates.

    2.8 The Client agrees that:

    1. there is a minimum connection time of 1 minute;
    2. Clients using SCL's hosted Phone system agree to the license terms of Free PBX; and
    3. SCL does not offer support for any onsite equipment that is connected to SCL's VOIP Services.

SCHEDULE 6
HOSTED DESKTOP

The provisions of this Schedule 6 shall apply where the Client is taking Hosted Desktop and Hosted Exchange Services.

  1. Client Obligations

    1.1 The Client shall confirm to SCL that any third party software licensing  are being complied with by hosting their software as part of the Hosted Desktop Service, and the Customer shall, upon request, provide written confirmation of such compliance including any license key(s) that may be required.

    1.2 The Client agrees that standard charges in accordance with the License Agreement will be applied for the set-up, testing and on-going hosting of the server(s) necessary to the web browser plug-in.

    1.3 Once SCL has installed the service  the Client shall test the functionality and confirm to SCL that it is working correctly.

  2. The Hosted Desktop Service

    2.1 SCL shall provide the following services to the Client:

    1. Windows Remote Desktop Service license
    2. a license to use Microsoft Office Professional or MS Office Standard within the RDS environment;
    3. a documents storage area for each end user;
    4. access for User to the shared company storage area for saving and retrieving data, subject to folder permissions determined by the authorised administrators of the Client;
    5. the hosting of and access to any Additional Applications (as defined herein) where the User is a member of the security group with permission to access the Additional Apps through their account; and
    6. the storage of each end customer’s data stored in each User’s documents storage area and on the company shared storage area.

    2.2 The Client acknowledges that the licenses for third party software are subject to the usage rights granted by the relevant third party .

    2.3 In relation to the Hosted Desktop, FileCloud and Exchange Services, SCL will provide 30 days of email retention on the email server, and will use VSS to shadow copy files.

    2.4 The Client agrees that for any additional back up, including backing up of live data, Clients are recommended to use SCL’s Online Backup Services or that of a compatible third party.

    2.5 The Client agrees that:

    1. by using SCL software the Client agrees to comply with all relevant manufacturers’ licenses;
    2. software supplied by a third party is not supported by SCL as part of the Services, and SCL’s assistance installing or maintaining such software is charged at prevailing rates;
    3. changes to the system will be charged at SCL’s prevailing rates;
    4. all maintenance of the system is included, as well as any system configuration to areas of the system to which the users do not have access; and
    5. there is a minimum of 5 users in the system.
  3. Virus Protection

    3.1 Trend Anti Virus services are deployed to protect against spam, phishing, virus and malware attacks. Anti-Virus and Anti-Malware services are deployed throughout the platform, updates are applied every six hours and nightly full scans are carried out.

    The principal of least access is applied at Network, OS and application level to limit the risk of infection or exploit gaining further access into the systems environment. Intrusion Detection Software (IDS) and Intrusion Prevention Software (IPS) is deployed at key points to detect malicious traffic and act as an independent watch guard to suspicious activity.

  4. New Client Set Up

    4.1 The Client agrees that during the set up process for new customers:

    1. the Client data that it is to be imported into the Hosted Desktop service for a new Client must be shipped by secure courier to SCL’s office;
    2. SCL will take custody and responsibility for the Client data and will upload the data to the Service;
    3. the Client Data will be imported as soon as reasonably practical and the time taken is dependent on the amount of data being imported. SCL aims to import all new Client data within 96 hours of receipt but this objective may be affected by the volume of data or an alternative timeframe may be agreed with the Client as part of a more detailed implementation plan;
    4. all customer media will be erased and destroyed unless specific arrangements are made by the Client for its retention and collection; and
    5. if SCL spend more than forty (40) hours of one employee’s time to complete the set up process for a Client, the Client shall pay SCL all additional fees reasonably incurred by SCL, and notified to the Client in writing The Client shall pay such additional fees within 30 days of the date of an invoice.
    6. software supplied by a third party is not supported by SCL as part of the Services, and SCL’s assistance installing or maintaining such software is charged at prevailing rates;
    7. if requested to do so by the client, Serviced Cloud may work to configure and/or set up the client’s own equipment. For the avoidance of doubt the charges for all such work are not included as part of the setup of the Hosted Desktop Service. They fall within the terms of our “Support Services”.
  5. Data Ownership

    5.1 Data stored within the Service is the property of the Client.

    5.2 Where this Service is terminated, all Client data will be deleted from the SCL service infrastructure immediately following the cancellation notice period.

    5.3 The Client may download data to their personal computer at any time as part of the Service. If the Client requires SCL to make a copy of the data a fee of £100 per Gb is charged. The Client must supply their own storage devices with USB connectivity.

    5.4 SCL takes no responsibility for the content of data uploaded to the SCL Service.

  6. End Customer Data

    6.1 The Serviced Cloud Service includes end customer data which is defined as the end customer's data which is either (a) data stored by each end user in the end user's documents folder, (b) data saved under the Client’s shared drive and (c) application data stored on any server(s) set up for the Client's Apps.

    6.2 Data stored locally on an end user's PC, laptop or other device (that is not therefore copied up to SCL service infrastructure) is not covered by this Agreement.


Schedule 7
Service Level Agreement

  1. DEFINITIONS AND INTERPRETATION

    1.1 This SLA only applies to the Service to the extent that it is provided by means of systems and equipment that are either owned or operated by or on behalf of SCL. All references in this SLA to Network and Service Equipment shall be construed as references to such systems and equipment.

    1.2 Where the whole or any part of any Service is provided by means of a Third Party System, SCL shall, to the extent that it is able to do so, pass on the benefit of any service levels to which it is entitled from that provider of that Third Party System in accordance with paragraph 1.3 but shall not otherwise be liable to meet the service levels set out in this SLA in respect of that Service (or the relevant part thereof).

    1.3 Subject to paragraph 1.2, where:

    (a) SCL is entitled to receive, and has received service credits or other compensation from the provider of a Third Party System as a result of any failure in that Third Party System, and;

    (b) Where the relevant service is materially adversely affected by such failure, SCL shall pay or credit to the Customer such proportion of the service credits or compensation actually received from the provider of the Third Party System as the relevant CDR for that Service bears to the aggregate of the CDR's of all services provided to customers of SCL which are so affected by the failure of that Third Party System provided that no such service credits or compensation shall exceed that which the Customer would have received under the standard service level agreement offered by the provider of the Third Party System for services equivalent to the Service.

    1.4 SCL shall not be liable to pay to compensation under this SLA where its failure to meet any of its obligations under this SLA is a caused by:

    1. A Force Majeure Event;
    2. A failure in the Customer Equipment;
    3. A failure of any shared Service Equipment or Network caused by any act or omission of a third party connected to that shared Service Equipment or Network; or
    4. Any act or omission of the Customer or third party acting on its behalf.

    1.5 The maximum monthly credit available under this SLA is limited to an amount equal to the Connection Charge for the Service plus the standard monthly Service Charge for that Service.

    1.6 Credits or other compensation under this SLA shall only be payable where:-

    1. The Customer has submitted to SCL a claim in writing identifying the circumstances in which the Customer claims that the credit or compensation arose, and
    2. SCL has agreed in writing, acting reasonably and without undue delay, to that claim. All credits so payable shall be applied to the Customer's next monthly bill for service following SCL agreement to the claim. All claims for credits or compensation must be submitted promptly, and in any event within 10 Business Days, after the circumstances giving rise to the claim.

    1.7 The parties acknowledge that the compensation set out in this SLA represents a reasonable pre-estimate of the Customer's loss. 1.8 SCL reserves the right to amend the SLA from time to time. If the amendment results in a material reduction in the service levels provided or the size or nature of the compensation payments SCL is liable to make, the Customer shall have the right to terminate the Service on 30 day's notice.

  2. Provisioning of Services

    2.1 SCL shall provide the Service by the Service Commencement Date set out in the Service Order. If SCL is unable to commence provisioning of the Service by the Service Commencement Date, it shall credit the Customer with 50% of the Connection Charge set out in the Service Order.

    2.2 For every further Business Day that SCL is unable to commence provisioning of the Service, it shall credit the Customer with an additional 5% of the Connection Charge, up to a maximum of 99%.

  3. Network Service Availability

    3.1 Guarantees that the Service shall have 99% Availability.

    3.2 If the Availability falls below 99% in any month, SCL will credit the Customer with one day of free service for each hour when the Service is not available, subject to the maximum of the standard monthly Service Charge for that Service.

    3.3 SCL shall not be obliged to pay compensation in accordance with this Paragraph 3 where Availability falls below 99% because of routine or emergency maintenance on the Network or the Service Equipment pursuant to Paragraph 7.

  4. Network Speed of Transmission

    4.1 The speed of transmission or network latency across the Network is as follows:

    • An average of less than 20ms on the pan-European element of the companies' network
    • An average of less than 50ms on the trans-Atlantic link
    • An average of less than 50ms on the North American element of the companies' network

    4.2 If SCL fails to meet these average times in any month it will credit the Customer with one day's free Service.

    4.3 At the end of each month SCL calculates the average latency of the Network, measured from each access router to which the Customer is connected to every other access router to which the Customer is connected.

  5. Network Packet Loss Rate

    5.1 The rate of packet loss on all links across the Network is < 0.1% (one packet in one thousand).

    5.2 If the packet loss rate exceeds this in any one month SCL will credit the Customer with one day's free Service.

    5.3 At the end of each month SCL calculates the average packet loss of the Network during that month, as measured by the packet loss between each pair of access routers in the Network averaged over all such pairs.

    5.4 Packet loss within the Network caused by congestion of the Customer's access link or by traffic demand in excess of the Customer's committed CDR will not give rise to any compensation payments.

  6. 6. Power Service Availability

    6.1 Guarantees that the Service shall have 99% Availability.

    6.2 If the Availability falls below 99% in any month, SCL will credit the Customer with one day of free service for each hour when the Service is not available, subject to the maximum of the standard monthly Service Charge for that Service.

    6.3 SCL shall not be obliged to pay compensation in accordance with this Paragraph 6 where Availability falls below 99% because of routine or emergency maintenance on power distribution network or the customers' equipment develops an electrical fault.

    6.4 SCL is not responsible for testing of electrical equipment under PAT.

  7. Services Availability (Firewall, Load Balance, DDOS)

    7.1 Guarantees that the Service shall have 99% Availability.

    7.2 If the Availability falls below 99% in any month, SCL will credit the Customer with one day of free service for each hour when the Service is not available, subject to the maximum of the standard monthly Service Charge for that Service.

    7.3 SCL shall not be obliged to pay compensation in accordance with this Paragraph 7 where the client has been attached by a third party or has not correctly configured the equipment.

    7.4 DDOS mitigation may from time to time drop legitimate network requests when DDOS sensors analyse malicious traffic or are under full load during such an attack.

  8. 8. Dedicated Hardware Availability

    8.1 Guarantees that the Service shall have 99% Availability.

    8.2 If the Availability falls below 99% in any month, SCL will credit the Customer with one day of free service for each 4 hours when the Service is not available, subject to the maximum of the standard monthly Service Charge for that Service.

    8.3 All Dedicated Servers have a 4 hour hardware replacement guarantee.

  9. 9. Cloud Backup

    9.1 Guarantees that the Service shall have 99% Availability.

    9.2 If the Availability falls below 99% in any month, SCL will credit the Customer with one day of free service for each hour when the Service is not available, subject to the maximum of the standard monthly Service Charge for that Service

    9.3 SCL shall not be obliged to pay compensation in accordance with Paragraph 12.2 where the client has been attacked by a third party or has not correctly configured the equipment to connect to the backup service.

  10. 10. Cloud Servers

    10.1 Guarantees that the Service shall have 99% Availability.

    10.2 If the Availability falls below 99% in any month, SCL will credit the Customer with one day of free service for each hour when the Service is not available, subject to a maximum of the standard monthly Service Charge for that Service.

    10.3 SCL shall not be obliged to pay compensation in accordance with Paragraph 13.2 where the client has been attacked by a third party or has not correctly configured the equipment to connect to the internet.

  11. 11. Fault handling

    11.1 The Customer shall report all Faults in the Service to SCL on the support telephone number or such other number as SCL may notify to the Customer from time to time.

    11.2 SCL shall raise a trouble ticket and issue a Fault reference number to the Customer and shall repair the fault within 4 hours. If SCL fails to repair a Fault within the relevant timescale, the Customer may claim the compensation set out in clause 1.5, 1.6, 1.7, 1.8.

    11.3 Timing starts when a trouble ticket is raised and a Fault reference number is issued to the Customer.

    11.4 The Customer may obtain updates on the status of alarms and Faults by calling the support telephone number or such other number as SCL may notify to the Customer from time to time.

    11.5 SCL shall notify the Customer by telephone or e-mail when the Fault has been repaired and the Service has been successfully restored. The trouble ticket will then be closed.

  12. 12. Network, Service and Hardware Equipment Maintenance

    12.1 SCL may suspend the Service to carry out periodic maintenance or upgrade work on the Network or Service Equipment.

    12.2 Except in the case of an emergency, SCL shall provide the Customer with 10 Business Day's notice of any suspension of the 99% Service under Paragraph 3. If it fails to provide the appropriate notice, the Customer shall be entitled to a credit of one day's free Service. The Customer notes and agrees that Clause 12.4 below is appropriate notice of the suspension of the Service under the terms of this Agreement.

    12.3 As far as possible SCL shall endeavour to ensure that any disruption or interruption to the Service is kept to a minimum. SCL shall endeavour not to suspend the Service for planned maintenance or upgrade work more than 12 times in any calendar year and the Customer shall be entitled to one day's free service for each additional Service suspension for such work. SCL shall endeavour to ensure that planned maintenance or upgrade work does not exceed a total of 24 hours in any calendar year and the Customer shall be entitled to a credit of one day's free service for each additional hour of Service suspension for such work.

    12.4 SCL give notice to the Customer that periodic maintenance or upgrade work on the Network or Service Equipment shall occur between 12 a.m and 4 a.m every first Thursday of the month. The Parties agree that this planned suspension or diminution of the Service shall not be included in any calculation for compensation under Clause 7.3 above and will not be included as part of any service level calculations.

  13. 13. Reporting

    13.1 SCL will provide the Customer with monthly service performance and status reports should they be requested.

    13.2 The items reported upon are:

    • Order Status
    • Traffic over preceding month
    • Details of each fault, which has occurred

Additional Terms and Conditions for On Premise IT Support

Introduction

We want to make being a SCL customer the best experience it can be. If you have any queries about our terms, please email This email address is being protected from spambots. You need JavaScript enabled to view it..

SCL provides Technical Support Contracts (Techplans) which include a range of benefits.

As long as its legal and reasonable we will help with anything. We aim to deliver a professional service with lashings of personal involvement. Whether you need us to rapidly fix a server, recommend IT Strategy, or simply make you a cup of tea we will do everything we can to help.

SCL engineers have extensive experience in many frequently used IT systems; they will often have certifications from key manufacturers. In addition the company holds various accreditations and partnerships with key industry players. It can be expected by the client for SCL to have an excellent working knowledge of the products and services provided by these companies. Unfortunately we don't know everything and therefore we recommend that the client take a support contract direct with a manufacturer or supplier for any specialist system. Our support team are happy to liaise with any 3rd Party in order to remedy a fault.

You are provided with a dedicated engineer to act as your IT Guy. You are provided with the engineer's contact details including email address and phone numbers. In the event he is unavailable you have full access to our support desk which can handle your query.

During Office Hours the support desk guarantees to respond to your call within an hour, and in the event or a critical support issue will have an engineer on site within the time stipulated on your contract. (Guaranteed On Site Response).

Call out charge is determined by distance engineer needs to travel. The head office named on the contract will receive a fixed price for call out specified on the contract (Call Out Charge), whilst any other premises that require cover can be calculated on an ad hoc basis. In this way the Techplan covers any site, e.g. Directors Homes, Remote Offices etc.

Should you allow us to have Remote Access to your systems we can remedy 90% of system faults without visiting site. No callout charges apply to remote work.

All hardware and parts are charged at a discounted rate comparable to any deal you can get online or elsewhere. If it is hardware purchased from SCL Company the warranty replacement of the hardware will be arranged free of charge although (if the warranty stipulates it) this can often involve the client paying shipping costs.

Your SCL Techplan entitled you to a discounted labour rate. SCL normally works for £120 an hour. By signing a support contract with SCL your Labour rate is significantly reduced. Labour is charged at a sliding rate depending on your monthly subscription rate, which is specified in your contract. If for example you have £100 monthly subscription, and you have a labour rate of £100 an hour. As soon as practically possible after your reach £0 you will receive an email notification. Additional invoices are raised to you directly by SCL, but at the same labour rate included in your Techplan Contract. If you have credit remaining in the account, it cannot be rolled over to the next month. All Labour is charged in 15 minute intervals.

We will retain certain critical information relating to your infrastructure. This is held in accordance with the Data Protection Act. Upon the termination of the contract all such information is deleted. We refer to these documents as "Technical Summaries". They are not intended as a complete set of IT Management Documentation. Documenting IT Policies and Procedures, and Technical Information is a service we offer. Please ask for details.

  1. A. Definitions and Interpretation

    In this Agreement, the following definitions apply:

    “Agreement” means this Products and Services Agreement which consists of these General Terms and Conditions, any Schedules and any Orders.

    “Business Day” means any day which is customarily regarded in the country or locality in which the Products or Services are being provided as a day when business is undertaken, excluding national, public, or bank holidays.  If an obligation is to be performed on a day that is not a Business Day, the obligation must be performed by the following Business Day.

    “Charges” mean the fees payable for Products or Services as set out in the Order or the applicable Schedule.

    “Confidential Information” means all documentation, technical information, software, know how, business information or other materials (whether written, oral or in electronic form) concerning the business of a Party that are disclosed in confidence by that Party to the other during the term of this Agreement.

    “Content” means information made available, displayed or transmitted in connection with a Service (including information made available by means of an HTML “hyperlink”, third party posting or similar means) including all IPR contained in it, as well as the contents of any bulletin boards or chat forums, and all upgrades, updates, modifications and other versions.

    Critical” when used in reference to the guaranteed time an engineer will arrive on site. Critical means a system or network fault that impacts more than one user, and results in serious damage being done to the Customer’s business. SCL determines whether or not a fault is deemed critical within an hour of a call being logged. SCL’s decision will be based on the information available at that time, and taken in reasonable and professional manner. If the Customer disagrees with the decision then they should immediately request in writing by fax or email that the call be escalated to an SCL manager.

    “Customer” means the customer entity that signs the cover sheet.

    “Customer Equipment” means equipment (including software), other than SCL Equipment, used by the Customer in connection with a Service.

    “General Terms and Conditions” means these clauses 1 to 19.

    “SCL Equipment” means equipment (including any software) owned or licensed by SCL and placed on the Customer’s premises by SCL for the provision of a Service.

    “IPR” means any patent, copyright, database right, design right, community design right, semiconductor topography right, registered design, rights in confidential information and know-how, or any similar right in any part of the world and shall include any applications for the registration of any such rights capable of registration in any part of the world.

    “Minimum Period of Service” means the period of twelve (12) months beginning on the OSD during which a Service will be provided by SCL as specified in a Schedule or Order.

    “Office Hours” means 9am to 5pm Monday to Friday excluding UK public Holidays

    “Operational Hours” means 9am to 5pm Monday to Friday excluding UK public Holidays

    “Operational Service Date” or “OSD” means the date on which any Service or part of a Service is first made available to the Customer by SCL.

    “Order” means an order under this Agreement for Products or Services signed by both Parties.

    “Party” means either SCL or the Customer and “Parties” means both SCL and the Customer.

    “Products” means equipment and/or Software purchased by the Customer under this Agreement as set out in an Order.

    "Rates" means the prevailing daily rates as defined on the SCL rate-card or as agreed as part of this Agreement  SCL’s Standard Rates available upon request or via the SCL website.  

    “Schedule” means a schedule (including any Service Annexes) under this Agreement describing the Products or Services.

    “Service” means each service provided by SCL under this Agreement as described in a Schedule, Service Annex and/or Order.

    Service Annex” means any annexure to any Schedule describing the Products or Services.

    “Site” means the location specified in an Order or Schedule at which SCL provides a Product or Service.

    “Software” means the software to be licensed to the Customer as specified in an Order or Schedule together with any embedded software and necessary for the use of the SCL Equipment.

    “User” means any person who is permitted by the Customer to use or access a Service or Product.

    In this Agreement, headings and bold type are for convenience only and do not affect the interpretation of this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice-versa, and the term “includes” is not a word of limitation.


    B. Order of Precedence

    In the event of a conflict among the documents constituting this Agreement, the order of precedence shall be as follows, in decreasing order:

    1. these General Terms and Conditions;
    2. the Order(s); and
    3. the Schedules to these General Terms and Conditions.

  2. Effective Date

    This Agreement is effective when executed by authorised representatives of both Parties and shall continue until terminated in accordance with its terms.


  3. SCL's Obligations

    3.1 SCL shall provide the Products and Services to the Customer in accordance with this Agreement.

    3.2 SCL shall provide each Service from the OSD for the duration as set out in the Order.

    3.3 SCL shall use reasonable endeavours to meet any performance dates or service levels specified in this Agreement but, unless otherwise expressly agreed within a Schedule, all timescales shall be estimates only.

    3.4 SCL shall comply with all reasonable health and safety rules and regulations and security requirements that apply at a Site that have been notified to SCL in writing.  SCL shall not be liable if, as a result of any such compliance, it is in breach of any of its obligations under this Agreement.

    3.5 SCL makes no warranty, express or implied, relating to the fitness for purpose or quality of the Goods or Services.


  4. The Customer's Obligations

    4.1 If SCL must change a Product or Service due to incomplete or inaccurate information provided by the Customer, SCL may, in its reasonable discretion, apply additional one-time and/or recurring Charges.

    4.2 The Customer will comply with SCL’s reasonable requests that are necessary for reasons of health and safety, environment, sustainability, security or quality or performance of any Products and/or Services.

    4.3 The Customer will, upon reasonable notice from SCL, allow SCL access to the Sites as may be reasonably necessary for the performance by SCL of its obligations under this Agreement, including the installation or maintenance of SCL Equipment or Products and the recovery or removal of any SCL Equipment.

    4.4 If SCL is required to install any SCL Equipment or Products at a Site, the Customer will, prior to installation and at its own expense:

    1. permit access to SCL to the relevant Site as may be required by SCL to install the SCL Equipment or Products;
    2. provide a suitable and safe working environment, including all necessary trunking, conduits and cable trays, in accordance with the relevant installation standards;
    3. provide any electricity and telecommunication connection points required by SCL;
    4. provide any openings in buildings required to connect such SCL Equipment or Products to appropriate telecommunications facilities;
    5. provide internal cabling between the SCL Equipment and any Customer Equipment, as appropriate;
    6. take up or remove any fitted or fixed floor coverings, ceiling tiles and partition covers in time to allow SCL to undertake any necessary installation or maintenance Services and carry out afterwards any work that may be required to make good any cosmetic damage caused during the installation or maintenance Services; and
    7. ensure that any floor loading limits will not be exceeded.

    The above actions must be completed in advance of any installation work by SCL; otherwise the provisions in Clause 4.1 shall apply.

    4.5 If the Customer delays or fails to perform its obligations under this clause 4, then at SCL's option, SCL may: (i) change the delivery date or cancel the relevant Order(s) and charge the Customer for any applicable termination Charges; or (ii) invoice the Customer for any reasonable Charges incurred for any work that is performed by SCL on behalf of the Customer and that is directly attributable to the Customer's failure to perform or delay where such work is necessary to provide the Products and/or the Services. Except in the case of an emergency, SCL shall seek to notify the Customer in advance of its intention to invoke this clause.


  5. Orders

    5.1 Unless otherwise stated in a Schedule or Order, the Customer may cancel the delivery of Products or provision of Services before the relevant OSD on payment of any cancellation charges set out in the applicable Schedule or Order or, if none are specified, as reasonably imposed by SCL.  The Customer cannot cancel the delivery of any Products or Services that have been ordered or shipped from a third party manufacturer or service provider unless otherwise agreed with that third party manufacturer.

    5.2 SCL may accept instructions from a person who SCL reasonably believes is acting with the Customer’s authority.


  6. Charges

    6.1 The Customer shall pay all Charges for the Products and Services within thirty (30) days of the date of SCL’s invoice, without any set-off, counterclaim or deduction. Where applicable, SCL may set-off any amounts it owes to the Customer against any amounts owed by the Customer to SCL under this Agreement.  SCL may, in its discretion, add interest charges, from the due date, to any past due amounts at a per annum rate of seven (7) percentage points above the base lending rate of HSBC, compounded daily.

    6.2 SCL will invoice and the Customer will pay all Charges in Sterling, unless provided otherwise in a Schedule or Order. 

    6.3 The Customer will promptly, but in no event later than fourteen (14) days from the date of invoice, notify SCL in writing of any disputed invoice, together with all information relevant to the dispute. The Customer must pay all undisputed amounts in accordance with Clause 6.2 unless the disputed amount is less than 5% of the total invoice amount in which case the total invoice amount shall be due and payable by the due date.  Disputes shall be resolved promptly and any resolved amount payable within fourteen (14) Business Days after resolution. 

    6.4 Failure to pay an invoice (other than those amounts subject to a bona fide dispute in accordance with clause 6.3) by the Customer within 30 days of the due date of the invoice may, at SCL’s option, be treated as a material breach under clause 12.

    Additionally, SCL reserves the right to:

    1. restrict, suspend or terminate provision of the relevant Service and SCL shall be released from its obligations under this Agreement with respect to such Service until any balance due is paid; and

    2. recover any SCL Equipment; where such recovery takes place, the Customer shall pay to SCL such recovery Charges as may be specified in the applicable Schedule or as otherwise notified by SCL to the Customer.

    6.5 The Customer will not withhold payment due under an invoice for failure by SCL to include the Customer references on the invoice.

    6.6 Where the Customer makes an aggregated payment in respect of more than one invoice, the Customer shall submit a remittance slip to show amounts paid in relation to each individual invoice.


  7. Use of the Service

    7.1 The obligations of SCL under this Agreement are solely to the Customer and not to any third party. The Customer may use the Service for the Customer's own business purposes, provided that the Customer:

    1. shall remain responsible for:
      • (i) access and use of the Service by Users;
      • (ii) all Charges incurred in connection with the Services; and
      • (iii) compliance with this Agreement by the Customer and Users; and
    2. ensures that the Customer's list of Users is kept current.

  8. Connection of Customer Equipment to the Products and/or Services

    8.1 The Customer is responsible for the provision, installation, configuration, monitoring and maintenance of any Customer Equipment connected to the Service or used in connection with a Product. The Customer shall ensure that any Customer Equipment connected to or used with the Product and/or Service is connected and used in accordance with any instructions and safety procedures applicable to the use of that Customer Equipment.

    8.2 The Customer shall ensure that any Customer Equipment attached (directly or indirectly) to the Product and/or Service by the Customer is technically compatible with the Service and approved for that purpose under any applicable law or regulation. SCL does not make any commitment with respect to the interoperability between the Product and/or Service and Customer Equipment. In the case of Products sold for the purpose of the Customer’s use with the Service, the Customer may rely upon SCL’s representations as to such compatibility and compliance, as of the date of provision.


  9. SCL Equipment and Products

    9.1 Risk of loss of the SCL Equipment and Products will pass to the Customer upon delivery, whether or not the SCL Equipment or Products have been installed.  Title to Products shall pass to the Customer upon payment of the applicable Charges. 

    9.2 The Customer will not move, add to, modify or in any way interfere with the SCL Equipment, nor permit any other person (other than a person authorised by SCL) to do so.


  10. Confidentiality

    10.1 Each Party (“Recipient”) shall keep in confidence all Confidential Information of the other Party (“Discloser”) obtained under or in connection with this Agreement and will not disclose it other than in confidence to (a) the Recipient’s employees or employees of the Recipient’s Affiliates; or (b) the Recipient’s professional advisors; or (c) where the Recipient is SCL, employees of SCL’s subcontractors, in each case only to those who have a need to know such Confidential Information and to the extent necessary for performance of this Agreement or the use of the Services and/or Products.

    10.2 This Clause 10 shall not apply to information that is: (a) in the public domain other than in breach of this Agreement; (b) in the possession of the Recipient before such divulgence has taken place; (c) obtained from a third party who is free to divulge the same; or (d) developed by the receiving party independently of and without access to Confidential Information obtained under this Agreement.


  11. Intellectual Property Rights

    11.1 All IPR of either Party either pre-existing or created by either Party during or arising from the performance of this Agreement shall remain the absolute property of that Party or its licensors.

    11.2 Without prejudice to any open source software license terms, which terms shall apply independent of this license grant  SCL grants the Customer a non-transferable and non-exclusive license to use in object code form, all Software and associated documentation that may be supplied by SCL, subject to the Customer’s compliance with the Agreement, any third party terms and conditions that apply to the use of the Software, and associated documentation, solely as necessary for receipt or use of the Products or Services.

    11.3 The Customer undertakes not to copy, decompile or modify or reverse engineer any Software or knowingly allow or permit anyone else to do so, except as expressly permitted by SCL in writing or otherwise provided at law.


  12. Termination of Service and the Agreement

    12.1 Unless otherwise specified in a Schedule or Order, either Party may terminate any Service or Order at any time after the Minimum Period of Service by giving ninety (90) days’ written notice to the other; provided that where the Customer exercises its rights under this Clause 12.1, the Customer shall be liable for any outstanding Charges for Products or Services received and any applicable termination compensation as set out in the applicable Schedule or Order.

    12.2 Termination of any individual Service or Order will not affect the Parties’ rights and obligations with regard to any other Service or Order.

    12.3 Either Party may immediately by notice terminate any affected Orders if one of the following events occurs:

    1. the other Party commits a material breach and has failed to rectify the breach within thirty (30) days after the terminating Party has given its notice of default;
    2. an event set out in Clause 14 prevents the performance of the whole or a substantial part of the other Party's obligations in relation to that Service or Product for a continuous period of thirty (30) days after the date on which it should have been performed.

    12.4 A party may immediately by notice terminate this Agreement if the other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if any of its assets are the subject of any form of seizure, or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory or if a receiver or examiner is appointed over its assets (or the equivalent of any such event in the jurisdiction of such other Party).

    12.5 Upon termination of this Agreement for any reason other than for cause, all Orders that have been executed prior to the date of termination shall remain unaffected and continue in full force and effect until termination or expiry of each Order in accordance with the terms of that Order and the terms of this Agreement shall continue to apply to that Order.


  13. Limitation of Liability

    13.1 Neither Party excludes or restricts in any way its liability for death or personal injury resulting from its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation.

    13.2 Subject to Clause 13.1, neither Party shall be liable to the other, whether in contract, tort, under statute or otherwise howsoever arising under or in connection with this Agreement (including in each case negligence): (a) any loss of profits, business, goodwill (including pecuniary losses arising from loss of goodwill), or revenue; (b) any loss or corruption or destruction of data; (c) any special, indirect or consequential loss or damage whatsoever; and/or (d) any loss arising from the transmission of viruses, in all cases set out in this Clause 13.2, whether or not that Party was advised in advance of the possibility of such loss or damage.

    13.3 Subject to any other limitations of liability that are set out in the relevant Schedule, if a Party is in breach of any obligations under this Agreement, or if any other liability however arising, whether deliberate or unintentional (including liability for negligence or breach of statutory duty) arises in connection with this Agreement, then, subject to Clauses 13.1 and 13.2, such Party's liability to the other Party shall be limited to the annual Charges payable under the Agreement.


  14. Force Majeure: Matters Beyond the Reasonable Control of Either Party

    14.1 Neither Party shall be liable for failure or delay in the performance of its obligations caused by or resulting from force majeure including events that are unpredictable, unforeseeable or irresistible, such as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, acts of terrorism, biological warfare, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labour unrest, civil disturbance, sabotage, expropriation by governmental authorities and any other act or any event that is outside the reasonable control of the concerned Party.


  15. Dispute Resolution

    The Parties will use all reasonable efforts to amicably resolve any dispute.  The Parties will, at a minimum, use the following procedure in the event a dispute arises with respect to any aspect of this Agreement.  Upon written notification by one Party to the other that a dispute exists, working level managers of the respective Parties will attempt in good faith to work out a resolution within thirty (30) days following the day of written notification of a dispute.  If an agreement cannot be reached by the end of this period, the Parties shall prepare a document containing information that is designed to assist resolution of the dispute containing what has been agreed and what remains in dispute between them.  No later than two weeks thereafter, or at some other time as mutually agreed by the Parties, representatives of the Parties at Senior level shall meet to further attempt to resolve the matter or to agree on a course of action to resolve the matter.  Such course of action may include use of formal dispute resolution processes, including but not limited to non-binding mediation or binding or non-binding arbitration. In the event that the Parties are unable to resolve the matter or agree on a course of action at this executive level within thirty (30) days, either Party shall have the right to pursue legal or equitable remedies as it sees fit.   Nothing contained herein shall preclude either Party from seeking equitable relief at any time in a court having jurisdiction under the terms of this Agreement in the event that a risk of imminent harm to that Party exists and no appropriate remedy for such harm exists under the Agreement.


  16. Notices

    16.1 Except for notices given in accordance with Clause 3.5, all notices given under this Agreement shall be in writing and in English, unless the Parties agree otherwise or local law and regulations provide otherwise, and shall be sent by registered post, facsimile or by electronic mail to the other Party at the address, fax number or email address set out in these General Terms and Conditions, or any other address notified from time to time including as updated on an Order.


  17. Assignment/Subcontracting

    17.1 Either Party reserves the right to assign all or part of this Agreement at any time to any Affiliate, subject to providing the other Party prior written notice of such assignment.  Any assignment to a party other than an Affiliate requires the prior written agreement of the other Party.

    17.2 This Agreement will be binding on, and inure to the benefit of, the Parties and their successors and permitted assigns.

    17.3 SCL may subcontract the performance of any of its obligations under this Agreement, but without relieving SCL from any of its obligations to the Customer. The Customer agrees and understands that it may need to interact directly with such Party for ordering, provisioning or maintaining the Products or Service as directed by SCL.


  18. Governing Law and Jurisdiction

    This Agreement and any claims or disputes arising out of, relating to or in connection with it, shall be governed by the laws of England and Wales.  The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement to which the Parties irrevocably submit.


  19. Miscellaneous Provisions

    19.1 Capacity: Each Party warrants that it has the necessary rights, licenses and permissions to enter into and perform its obligations under this Agreement.

    19.2 No Waiver: Except as otherwise specifically provided in this Agreement, no failure to exercise, or delay in exercising, any right, power or privilege set out in this Agreement will operate as a waiver of any right, power or privilege.

    19.3 Severance: If any provision of this Agreement is held to be invalid or unenforceable, it will be severed from this Agreement, the remaining provisions will remain in full force and effect, and the Parties will use reasonable endeavours to promptly negotiate a replacement in good faith.

    19.4 Survival of Obligations: The Parties’ rights and obligations, whose nature is such that they should continue beyond the termination of this Agreement, shall survive termination of this Agreement.

    19.5 Entire Agreement: This Agreement supersedes all prior oral or written understandings and/or representations between the Parties (unless specifically incorporated into this Agreement) and constitutes the entire agreement with respect to its subject matter. 

    19.6 Amendment: This Agreement may not be amended, modified or supplemented except by a document in writing signed by authorised representatives of both Parties. The Parties to an Order may amend, modify or supplement the terms of that Order by a document in writing executed by authorised representatives of both Parties to that Order, or by using an electronic ordering system.


Support Services

Schedule 1

  1. Dedicated IT Support

    1.1 SCL shall provide the following as part of the Services:

    1. a dedicated engineer to act as the Customer’s IT support;
    2. email address and phone numbers for the dedicated IT engineer; and/or
    3. access to the SCL desk in the absence of the dedicated IT engineer.

  2. Site Visits

    2.1 During the hours of 9am and 5 pm Monday to Friday excluding public holidays in the United Kingdom (“Office Hours”) the support desk guarantees to respond to a call from the Customer within one hour. In the event that a Critical issue arises, SCL will ensure that an engineer is on site at the Customer’s premises within the time stated in the Order (“Guaranteed Response Time”). The Services shall only be provided during Office Hours.

    2.2 The Customer agrees that site visits to the Customer's head office (stated on the Order) will be charged at the fixed price stated in the Order (“the Call-Out Charge”), and that visits to any other locations (including for example directors' homes and other offices) will be charged at SCL's discretion.


  3. Remote Access

    3.1 Where SCL is permitted to resolve a system fault remotely, no Call-Out Charge shall apply.


  4. Labour Rates

    4.1 The Customer acknowledges that by entering into this Agreement, the Customer is entitled to a discounted labour rate as set out in the Order. If for example the Customer has a £100 monthly subscription, with a labour rate of £100 an hour, as soon as practically possible after the Customer has received one hour of support, SCL shall notify the Customer by e mail. SCL shall invoice the Customer for all additional support in excess of that stated in the Order, at the labour rate set out in the Order.

    4.2 The Customer agrees that:

    1. if there is any credit remaining in the account at the end of any given month it cannot be rolled over to the next month; and
    2. all labour will be charged in 15 minute intervals.
    3. Out of hours labour rates are charged at 1.6 times the normal labour rate, and are applied when outside of normal Office Hours.

    4.3. For the avoidance of doubt, unless rates have been agreed otherwise, our default labour rates are £120 an hour for engineering work and £60 an hour for web design.


  5. Storage of Data

    5.1 The Customer agrees that SCL will retain certain critical information relating to the Customer’s infrastructure, which SCL shall hold in accordance with the Data Protection Act 1998.

    5.2 Upon the termination of this Agreement all Customer data held by SCL shall be deleted.

    5.3 Unless specified separately in writing and signed by an authorised officer of SCL, SCL shall not be responsible for holding management information of any kind regarding the Customer’s IT systems, including, but not restricted to, usernames and passwords, network structure, licensing or audit information, third party contracts, or company policies and procedures. SCL recommends that the Customer implements a system to maintain up to date files containing this information.


  6. The Support Services

    6.1 SCL may advise the Customer as to the necessity for the replacement or maintenance of any third-party item(s) or any part thereof that SCL advise may interfere with the Customer’s system. The Customer agrees that SCL shall not be liable or any consequence howsoever arising from the Customer’s failure to accept such advice.

    6.2 SCL recommends that a complete health check takes place at least once a month to ensure a stable and healthy IT system. The Customer shall request that the health check be done as part of the pre-scheduled maintenance service or as a separate call out. The contents of the health check may change from time to time as determined by SCL's technical team. The Customer acknowledges that the amount of time required to perform the health check will vary depending on size and complexity of the Customer's systems and time estimates are available on request.

    6.3 SCL shall not be liable for any consequence howsoever arising from failure to accept advice given following a health check of the Customer's IT system.

    6.4. SCL shall not be liable to maintain or provide ongoing Services in respect of the Customer's IT system unless otherwise stated in the Order.

    6.5 SCL shall use all reasonable endeavours to undertake the Services remotely from its offices and the Customer agrees to carry out SCL's reasonable instructions to enable this to be done.


  7. Payment of Fees & Charges

    7.1 The Customer agrees that where the Order specifies a monthly subscription charge: monthly minimum commitment fee?

    1. the monthly subscription charge represents the minimum amount that the Customer will be liable to pay in any given month;
    2. the cost of providing Services under the Agreement will be offset against this amount according to the rates specified in the Order; and
    3. any other services supplied by SCL outside the scope of this Agreement, including the supply of third-party services or products, will be charged in addition to the monthly subscription charge.

    7.2 SCL recommend that monthly minimum commitment fees are paid by the Customer by standing order either on or before the due date stated in the invoice.

    7.3 If an invoice is not paid in accordance with clause 6 of this Agreement, and this paragraph 7, SCL shall be entitled to suspend the Services until payment is made. Where SCL continue to provide the Services these shall be charged at the default rate of £120 an hour with a £100 call out charge.

    7.4 The Customer shall be liable to pay any existing or new charges levied by third-parties as a result of the job which are not included in the Order.

    7.5 All charges referred to in the Order are exclusive of VAT which, if applicable, shall be paid by the Client at the rate prevailing from time to time.

    7.6 SCL shall be entitled to adjust the Charges when the Minimum Period of Service has expired, provided SCL has given the Customer one month's notice in writing. If the Customer elects to terminate this Agreement by the giving of notice during this one month period, all services provided for the remainder of the notice period will be at the rates stated in the original Order.

    7.7 The Customer shall ensure that all disks that came with the computer when it was purchased are included when it is sent to the SCL workshop for any Services to be carried out.

    7.8 The Customer agrees that when working at the Customer's premises, an SCL engineer shall be entitled to a thirty minute break for every four hours worked. The cost of this will be payable by the Customer at the applicable rate.


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