TERMS & CONDITIONS
1 DEFINITIONS
In these conditions the following words shall have the following meanings ascribed to them:
(a) "Agreement" means these terms and conditions and any schedules hereto together with the front sheet signed by the Customer and the Supplier;
(b) "Commencement Date" means the date of this Agreement;
(c) "Consumable" means items which are consumed during the normal operation of the Equipment including, but not limited to, printer ribbons, printer heads, inkjet cartridges and laser toner units, laser drums, rollers, timing belts;
(d) “Cover Period” means the hours of cover specified in “Equipment to be Covered”, other than that as defined by the prime shift;
(e) “Customer” means the person, firm or organisation placing an order for service with the Supplier;
(f) "Equipment" means the equipment listed in Equipment to be Covered;
(g) “Minimum Term of Service” means the period starting with the Commencement Date for which a fixed charge has been agreed as specified on the front sheet;
(h) "Product" means any service, product, item of equipment, hardware, software, microchip, semiconductor (or other item containing, using or dependent upon any of the foregoing) supplied by the Supplier under this Agreement including, in the case of the Service, any hardware or software provided to the Customer by the Supplier as part of such Service or used by the Supplier as part of such Service;
(i) “Remedial Maintenance” means rectification of a hardware failure to restore the Equipment to the configuration and functionality which existed prior to the failure and to the point of passing TAGZ diagnostic testing applicable to that Equipment;
(j) “Prime Shift” means the hours between 09.00 and 17.00 Monday to Friday, excluding English Public Holidays;
(k) “Service” means the services as described in Clause 2;
(l) “Supplier” means TAGZ Limited.
- "The Additional Purchased Services"
TAGZ will provide in addition to clause 2 of this agreement additional services as stated in Type of Contract and Additional Services.
- "Type of Contract"
As defined in the Service Type of Contract and Additional Services
(o) “Service Request” means request to do additional work not covered by the service offerings
2 THE SERVICE
2.1 The Service shall commence on the Commencement Date and depending on the services you have purchased the service shall consist of:
2.1.1 TAGZ will remote onto your system, carry out problem diagnosis and corrective action. This service will consist of Software only solution and support.
2.1.2 TAGZ will provide support for your router. This service will not include hardware replacement or hardware Fix.
2.1.3 TAGZ will provide Broadband support. This service shall consist of diagnosis only.
2.2 TAGZ shall respond to valid service requests during the Prime Shift or such other hours of cover as may be stated in Equipment to be Covered.
2.3 TAGZ will make all reasonable endeavours to ensure calls for service support are answered promptly as per the service purchased.
2.4 TAGZ shall be under no obligation to provide service where equipment has suffered damage as a result of any form of physical or electrical stress, extreme environmental conditions or as a result of causes other than normal use and fair ware and tear.
2.5 In addition to the service outlined above TAGZ will also provide service to “The Additional Purchased Services” as listed in Service Type of Contract and Additional Services
3 CUSTOMER’S RESPONSIBILITIES
3.1 The Customer will care for and operate the Equipment in accordance with the manufacturer’s instructions and only use it for the purposes for which it was designed.
3.2 The Customer shall provide, at no charge to the Supplier, full and free access to the Equipment as necessary to provide the Service. The service will only be provided to person’s over the age of 18 years and only person’s over the age of 18 may log a call with TAGZ.
3.3 The customer must give consent to the Service Desk agent to access the system in order to carry out a diagnosis and solution. If consent is not give then the Service Desk agent will not able to provide support.
3.4 If a site visit is required the premises must have a person over the age of 18 years and must be present the entire time that the engineer is present. If on arrival a person over 18 years is not available, the service order will be cancelled and a cancellation charge shall apply. The technician on arrival at the Customer’s site, the Supplier's engineer finds that sufficient and proper access to the Equipment is not provided or that the call was not warranted, the Supplier may exercise the right not to perform the Service and to charge the Customer for the Supplier’s costs and expenses reasonably incurred.
3.5 The Customer shall take all reasonable precautions to protect the health and safety of the Supplier’s personnel whilst on the Customer’s site, including ensuring the presence of a Customer representative in the vicinity of the faulty Equipment during the service visit.
3.6 The Customer, at the Customer’s expense, shall make available and keep in good working condition the following:-
1. One item of media of any type used on the Equipment for storage or diagnostic programs;
2. Any items of media originally supplied by the manufacturer for maintenance purposes;
3. Such Consumables as may be reasonably required to perform the Service.
3.7 The Customer shall be solely responsible for all software but without prejudice to the generality of the foregoing shall be responsible for:
1. Ensuring adequate backup copies of its operating system, application software must be the original licensed disks or images and data files are kept available;
2. Restoration of such operating system, application software and data files as may be required after Remedial Maintenance.
4 TAGZ RESPONSIBILITIES
4.1 We may not be able to advise on all issues or to repair or solve all problems that you ask us to, but to the extent that we cannot advise on an issue or repair or solve a problem that we agreed was included in the scope of our services then we will refund any applicable fee paid by you to us. Separately we may not be able to fulfill any service requests that fall outside the agreed scope of our services, in which case no refund will be payable.
4.2 We will not be responsible to you:
4.2.1 For any inherent failures in or caused by the supported applications and operating systems or third party products supplied by us;
4.2.2 For the repair or replacement of any equipment that is faulty (as reasonably diagnosed by us during the provision of our service to you);
4.2.3 For any failure by you to follow our reasonable advice, recommendations or instructions;
4.2.4 If either we, including without limitation any of our technicians, agents, contractors or third party service providers are impaired or stopped from providing the service by you for any reason whatsoever or are otherwise unable to provide a service to you as a result of any event that is outside our reasonable control;
4.2.5 For any damage to your hardware or equipment.
4.3 For our home visit service our technician will use reasonable endeavours to keep any appointment you make with us for our Service, but we cannot guarantee that the technician will arrive on time in each case. If a technician is delayed, he or she will try to contact you a reasonable time in advance to let you know of any expected delay. From time to time, factors outside our control may also require that we re-schedule an appointment. If we have to do this, we will try to re-schedule another appointment as soon as reasonably possible. We will not be responsible to you for any delay in keeping appointments or if we have to re-schedule an appointment due to circumstances beyond our reasonable control.
4.4 TAGZ shall not be liable to you for:
4.4.1 Any loss that is not reasonably foreseeable;
4.4.2 Any loss calculated by reference to profits, income, or business (or loss of such profits, income, or business);
4.4.3 Any loss of goodwill;
4.4.4 Any loss or corruption of data; or
4.4.5 Any losses you may suffer arising from your use of (or failure to use) any anti-virus software.
4.5 TAGZ do not accept liability for the acts or omissions of any providers of telecommunication services. TAGZ shall not be responsible for any telecoms short comings
4.6 The limitations of liability set out in this clause 5, are in addition to any other provisions limiting our liability set out elsewhere in these terms of service.
4.7 Nothing in these terms of service shall impose any liability on us in respect of non-performance of a service where the performance claimed is outside these terms of service or where such non-performance is directly due to your acts, omissions, negligence or default.
4.8 We shall have no responsibility to you for any goods, services, information, software or other materials that you use or obtain when using your personal computer whether offline or online for accessing the internet (including e-mail).
5 ADDITIONAL EQUIPMENT
5.1 With the agreement of both parties, additional equipment may be included in the Equipment from time to time, the charges for such additional equipment being invoiced on a pro-rata basis (with a minimum charge of six months) up to the end of the then current invoice period and incorporated in the total charge thereafter.
5.2 A revised Equipment to be Covered showing such additions will be provided by the Supplier detailing any price increase.
6 REFURBISHMENT / MAJOR OVERHAUL
If in the opinion of the Supplier, a particular piece of Equipment can no longer be properly maintained due to wear or deterioration caused by excessive usage or unsuitable operating environment or for any other reason, the Supplier may withdraw the Service in respect of said item of Equipment. If it is deemed that the Equipment concerned can be refurbished, then it may be refurbished by either the Supplier or its approved agents or sub-contractors provided that the Customer agrees to accept all resulting charges, reasonably and properly incurred.
7 CHARGES AND TERMS OF PAYMENT
7.1 The charges are payable by the Customer before the commencement date.
7.2 The Supplier reserves the right to make an appropriate adjustment to the annual charge or to alter the contracted service levels where Equipment is relocated.
7.3 The charges are exclusive of Value Added Tax and/or any similar tax which may be imposed from time to time. Such taxes will be applied in accordance with UK legislation in force at the tax point date.
7.4 Any work requested by the Customer and not included in this Agreement will be charged as follows:
- Remote Installation – Any installation requested by the customer will be charged at £30.
- Home visits – Home visits to install additional hardware or any other service requested by the customer which requires a home visit, will be charged at £40 for the first half hour and £25 for any subsequent half hour. Travelling charges will apply at the of £25 per half hour. If overnight stay is required we will inform the customer of these charges before a work request is actioned.
- TAGZ will charge all additional services to the account details provided by the customer held in our records.
7.5 If any sum payable under this Agreement becomes overdue, the Supplier reserves the right (without prejudice to its other rights) to suspend performance of the Service until such sum is received by the Supplier. Charges remain payable in full throughout any such period of suspension.
8 ALTERATION OF ANNUAL CHARGE
8.1 The Supplier shall be entitled, on each anniversary of the Commencement Date, to increase its annual charge for the Service. Such increase shall not normally exceed the percentage increase averaged over the previous 12 months of the Retail Prices Index published by HM Government.
8.2 In the event that it proposes an increase greater than that provided for in clause 7(a) above, the Supplier shall give the Customer not less than 30 days notice to that effect. The Customer may, within 30 days of receipt of such notice, appeal in writing against any such alteration that the Customer finds unacceptable. If no acceptable solution has been found following such appeal, the Customer may terminate this Agreement by giving the Supplier 30 days notice in writing, the charges payable during such period of notice being at the previously agreed rate.
9 TERM OF AGREEMENT
The minimum Term of Service of this Agreement shall be for 12 months from the commencement date.
10 WARRANTY
The Supplier warrants that:-
1. The Service will be provided with reasonable skill and care;
2. It will use suitably qualified and experienced personnel in the provision of the Service.
11 LIABILITY
11.1 TAGZ shall not be liable to you for:
11.1.1 Any loss that is not reasonably foreseeable;
11.1.2 Any loss calculated by reference to profits, income, or business (or loss of such profits, income, or business);
11.1.3 Any loss of goodwill;
11.1.4 Any loss or corruption of data; or
11.1.5 Any losses you may suffer arising from your use of (or failure to use) any anti-virus software.
11.2 TAGZ do not accept liability for the acts or omissions of any providers of telecommunication services. TAGZ shall not be responsible for any telecoms short comings
11.3 TAGZ shall have no responsibility to you for any goods, services, information, software or other materials that you use or obtain when using your personal computer whether offline or online for accessing the internet (including e-mail).
11.4 The Supplier indemnifies the Customer in respect of:-
1. Direct physical damage to the Customer’s property which is established to be the result of negligence by the Supplier or its servants or agents while on the Customer’s premises for the purpose of this Agreement. In respect of the Equipment, liability is limited to the prompt making good by repair or replacement of any Equipment or part thereof damaged or destroyed as a result of such negligence. The Supplier’s liability for direct damage to property other than the Equipment is limited to £1,000 in respect of any event or series of related events.
2. Direct physical injury or death of any person resulting from the negligence of the Supplier or its servants or agents.
11.5 The Customer indemnifies the Supplier in respect of:-
1. Direct physical damage to the Supplier’s property which can be established to be the result of negligence by the Customer or its servants and agents. The Customer’s liability for direct physical damage is limited to £1,000,000 in respect of any one event or series of related events.
2. Direct physical injury to, or death of any person resulting from the negligence of the Customer or its servants or agents.
11.6 In view of the disproportion between the acts or omissions likely to constitute breach or negligence on its part and the consequences for the Customer, the Supplier excludes all liabilities not expressly included in this Agreement, and in particular the Supplier shall have no liability for:-
1. Destruction of or damage to the Customer’s data. (The Customer must keep a copy of all data from which it shall exclude the Supplier notwithstanding any requests made by its employees or agents);
2. Any loss of profits, goodwill, revenue, production, anticipated savings, use or contracts or any form of special, indirect or consequential losses whatsoever.
12 DATA PROTECTION
- Consent to collect customer data shall be lawfully and informatively collected at the start of each new client contract.
- Each new customer will be routinely asked for their permission for TAGZ to use their name in any future marketing where past and present clients are named. This permission will be in written form.
- The data collected from the customer will only be that that services the needs of the contract for the duration of the contract. This shall be accurate and where necessary kept up to date.
- We recognise that research documents such as published statistics are within the public domain and are therefore not required to be held in a secure manner.
- Completed project / contract data will be kept as archive material. Therefore all data will be accurate to the time that the contract was live. We seek to obtain accurate and clear data for the duration of the live contract.
- All documents / research that contain client data that was required for contract work by that client will be open for the client to inspect at their request.
- Customer data will be held within a locked cupboard within the locked premises of TAGZ.
- This customer data will only be accessed by those members of staff that are working on the contract / project at the appropriate time.
- At all times and in all places the named personnel will retain the confidentiality of those records.
- Customer data will not be forwarded to potential customers unless specific permission has been formally given in writing. All customer data will remain within the United Kingdom. This data shall not be transferred to another country unless the country ensures an adequate less of Data Protection.
13 WHOLE AGREEMENT
This Agreement represents the entire agreement between the parties. Each party warrants that no representation not recorded in this Agreement has been made which has induced the other to enter into this Agreement.
14 HEADINGS
Headings are for convenience only and shall not affect the construction of the conditions of this Agreement.
15 WAIVER
No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party in this Agreement shall operate as a waiver of such power or right nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any power or right.
16 NOTICES
Any notice given under this Agreement by either party to the other must be in writing and shall be delivered by personal delivery, telex, or registered mail postage and shall in the case of telex be deemed to be received on the same date as it was sent and in the case of postage within 48 hours after the date of posting if posted in the United Kingdom. Notices sent by first class post shall be sent to the address of the party set out on the front sheet or to such other address notified in writing by that party to the other for such purposes.
17 SEVERABILITY
The various provisions of this Agreement are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction such invalidity or unenforceability shall not affect the validity or enforceability of any of the other provisions unless the result goes to the root of this Agreement or radically affects it
18 RIGHT OF TERMINATION
18.1 Notwithstanding the period of this Agreement, Customer may by notice to the Supplier terminate this Agreement immediately on the happening of any one of the following events:-
18.1.2 the Supplier commits any breach of this Agreement and (in the case of a breach capable of remedy) fails to remedy the same within 90 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
18.1.2 the Supplier is dissolved, becomes insolvent, fails or is unable or admits in writing its inability to pay valid debts, institutes or has instituted against it proceedings seeking a judgement of insolvency or bankruptcy; has a resolution passed for its winding up or liquidation; seeks or becomes the subject of the appointment of an administrator receiver or similar official in respect of its assets;
18.1.3 The Supplier challenges the validity of, or entitlement of the Customer to use, any of the trade marks trade or brand names used by Customer;
18.1.4 Ownership or control of the Supplier or its constitution or management is in the reasonable opinion of the Customer substantially altered;
18.1.5 Other than as specifically approved in writing in advance the Supplier shall attempt or purport to assign or transfer this Agreement;
18.1.6 Any conflict of interest arises between the Supplier and Customer which, in the reasonable opinion of Supplier is or may be materially detrimental to the interests of Customer;
18.1.7 the Supplier and/or any of its suppliers which it introduces to Customer or which it utilises in order to provide the Services to Customer commits any illegal act;
18.2 The Supplier may by notice to the Customer terminate this Agreement immediately if the Customer commits any material breach of this Agreement and (in the case of a breach capable of remedy) fails to remedy the same within 30 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied or the Customer is dissolved (unless the same is for the purposes of restructuring, amalgamation or other similar change required or requested by its parent company), becomes insolvent; fails or is unable or admits in writing its inability to pay its valid debts institutes or has instituted against it bona fide proceedings seeking a judgement of insolvency or bankruptcy; has a resolution passed for its winding up or liquidation; seeks or becomes the subject of the appointment of an administrative receiver or similar official in respect of its assets.
18.3 Termination of this Agreement shall not affect the rights and liabilities of either party subsisting at the date of termination.
18.4 If, at any time either party makes default or commits any breach of its obligations under this Agreement and (upon receiving written notification from the other of such default or breach) fails to remedy the default or breach within 90 days, or is involved with any legal proceedings concerning its solvency, or commences liquidation or ceases to threaten to cease trading, or if serious doubt arises as to its solvency, then the other party shall immediately become entitled (without prejudice to its other rights) to terminate this contract forthwith by notice in writing to the other.
18.5 Upon termination of this Agreement by the Supplier for whatever reason the Supplier shall, without prejudice to its other rights and remedies, be paid:-
1. The outstanding balance of charges due in respect of any works or services carried out or provided under this Agreement prior to the date of termination and:
2. The price of equipment or services ordered by the Supplier on behalf of the Customer for which the Supplier has paid or is legally bound to pay.
18.6 Termination of this Agreement for whatever reason shall not bring to an end any provision hereof which expressly or by implication comes into or continues in force after the date of termination.
18.7 Notwithstanding anything else contained herein, this Agreement may be terminated by the Supplier in respect of any of the Equipment forthwith on giving notice in writing to the Customer if said item of Equipment shall become obsolete or if the Supplier is no longer able to obtain spare or replacement parts or other necessary support on commercially reasonable terms. In this event a pro rata refund of the pre-paid maintenance charge shall be made.
19 FORCE MAJEURE
Should the Supplier’s business be interrupted, suspended or restricted as a result of any circumstances which it could not foresee or forestall even if all due care had been taken than it will write to the Customer indicating the nature of the problem and that the services cannot be provided and/or provided to the Performance Standards. The Customer shall be entitled to terminate this Agreement should the suspension, restriction or interruption be likely to materially impact on the provision of the Services and there be reasonable alternatives means available to the Customer to reprovide the Services. In the event of the Supplier’s business or the Services being affected as set in this clause,, the Supplier’s liability shall be limited to making the appropriate refund (if any) and/or payment of such amount as is reasonable in circumstances where the Supplier is able to make a claim under any of its insurance policies in respect of the same.
20 LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with English Law and the parties hereto submit to the jurisdiction of the English Courts.
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