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Support: 0208 1668 716 | Sales: 0330 1224 420

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    MSP Terms

    Terms and Conditions
    1. These Terms and Conditions as amended from time to time and contained on our website at https://iqinit.uk/msp-terms/ (“Terms”) govern the relationship between IQ in IT LTD, a company incorporated and registered in England and Wales with company number 07088567 whose registered office address is at Vine House, 143 London Road, Kingston Upon Thames, Surrey, KT2 6NH (“us”, “our”, “we”); and the person(s) listed as the client in our quotation (“you”, “your”) (“you” and “us” together referred to as “the Parties”).
    2. We are a provider of managed network services and upon signing our quotation documentation contained herein (“Quote”) (whether electronically or otherwise) you engage us to provide the services set out in our Quote (“Services”).
    3. Our help desk contact details can be found at the following link: https://iqinit.uk/contacting-support/.
    4. At all times our Services shall be provided to you in accordance with these Terms.
    
    Service Period
    5. The provision of our Services is conditional upon you signing our Quote, us accepting your order and you successfully passing our standard anti-money laundering and credit checks.
    6. These Terms shall commence on the 1st day of the month in which we commence the provision of Services to you (“Commencement Date”).
    7. We shall provide the Services for an initial fixed term of 12 months from the Commencement Date (“Initial Term”) and shall thereafter automatically continue on a fixed 12 months annual basis unless and until terminated in accordance with these Terms (“Renewed Term”).
    8. You may terminate these Terms and the automatic renewal by giving us no less than 90 days written notice before the expiry of a Renewed Term. For the avoidance of doubt, where written notice is served, these Terms shall nonetheless continue until the end of that Renewed Term.
    
    Purchase Price and Payment
    9. You shall pay the price set out in the Quote which shall be increased annually in line with the Retail Prices Index (“Fee”).
    10. The Fee shall be payable in equal monthly instalments within 15 days of the date of our invoice, commencing on the Commencement Date.
    11. If you fail to pay on the due date any amount payable to us, that amount shall bear interest from the due date until payment is made in full at the rate of 8% per annum over the Bank of England base rate from time to time in force.
    12. All sums contained in the Quote are exclusive of VAT, and you are responsible to pay an amount equal to any VAT chargeable on those sums on delivery of a valid VAT invoice.
    13. All sums due to us must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    14. We reserve the right to refuse or suspend our services in the event that you fail to pay any invoice within 30 days of its due date.
    15. Any services which are outside the Quote including but not limited to, any maintenance provided outside of normal business hours or services outside of the Quote shall be charged in accordance with our current rates card as amended from time to time and shall be invoiced
    at the end of each month, payable within 15 days of the date of the invoice, unless otherwise agreed in writing.
    
    Conditions of service
    16. Our general SLA details can be found here: https://iqinit.uk/sla-details/
    17. Our Fee is based on the following assumptions and we reserve the right in our sole discretion to amend the Fee in the event any of these assumptions are found to be incorrect:
    i. the Services being performed in accordance with Appendix A.2 of the Quote;
    ii. the Services are for up to three user devices being a desktop computer, a laptop computer or a mobile phone. It is entirely at our sole discretion as to what constitutes a user device;
    iii. the Services will be performed only at the site(s) listed in Appendix A.1 of the Quote;
    iv. the Services will be carried out during business hours (9am – 5:30pm, Monday – Friday) only unless stated otherwise in Appendix A.3 of the Quote; if you request any services or Services outside of normal business hours, we shall endeavour to provide these subject to our availability and if applicable, an additional fee;
    v. the Services are being provided on the understanding that your systems are in good condition and our serviceability requirements/standards and site environmental conditions are met;
    vi. your support and commitment to providing time/scheduling for network device reboots with your staff and/or users support;
    vii. you satisfying recommended backup schemes and having appropriate Antivirus Software with current updates; and
    viii. you authorising us to make secure remote access to your Network (e.g., VPN, Citrix/Terminal Server, Telnet, SSH, RAS or other solution expressly approved by the Service Provider). Depending on the remote access solution used, additional charges may apply to the contract.
    ix. We shall deliver no less than 95% of the targets under the SLA and it shall be considered as a material breach of these Terms under clause 45 (iii) should We fail to meet a threshold of 95% of the targets under the SLA, over any three (3) month period.
    18. We reserve the right to:
    i. determine, in our sole discretion, what constitutes support and project work in relation to the provision of the Services;
    ii. revise the Fee in the event that one of our suppliers increase their prices;
    iii. revise the Fee based on additional locations, hardware, software, hardware support requirements, and/or services; and
    iv. revise the Fee in the event that one of our supplier’s increase their prices; and
    v. to inspect your system and network upon the commencement of the term of the Service for the purpose of running diagnostic tests and capability of the system and network. Unless stated otherwise, this inspection shall be charged using our standard hourly billing rates. We reserve our right to amend the Fees following this inspection; and
    vi. suspend or terminate our Services if in our sole discretion, conditions at the service site pose a health or safety threat to any of our representatives.
    19. We reserve the right to charge an additional fee where:
    i. no “Fault” being failure of the Services to operate in all material respects in accordance with the Quote is identified;
    ii. Services that are outside of the original scope of the Quote are required;
    iii. the cause for requesting our Services is as a result of one or more of the following:
    • the power has been switched off or disconnected from a socket, device or external power supply unit;
    • a network cable is disconnected at device, data point, switch or hub including at the communications cabinet;
    • the fault relates to a telephone line and/or broadband circuit unless the telephone line and/or broadband service has been supplied and is currently supported by us under a managed services agreement;
    • the fault relates to a Wi-Fi router unless that Wi-Fi router has been supplied and is currently supported by us under a managed services agreement; or we reasonably believe that the fault has been caused by you (wholly or in part) by damage or interference with equipment or software.
    20. For the duration of the Term we will have sole privileged access to all devices and software covered by this Quote. We will have sole discretion as to what constitutes privileged access.
    21. Services required or requested outside the scope of this Quote may not be exchanged for days or services within this Quote. Outside of scope support services are available and will be provided on either a time and material, or project basis.
    
    Service Credits
    22. Service Credits are any credits payable to you at our sole discretion in accordance with the SLA.
    23. You may be eligible for a Service Credit, if within the relevant service level response time as stated in the SLA, we fail to provide when delivering our Services:
    i. a solution or correction of a Fault or other problem; or
    ii. a workaround in relation to a Fault or other problem.
    24. Clause 22 is subject to the relevant Fault or other problem:
    i. not resulting from improper use, misuse or unauthorised alteration of our Services by you, whether wholly or in part, or a cause outside of our control (including, but not limited to, a force majeure event in accordance with Clause 64 or any delay or failure by a third party); and
    ii. being promptly notified to us.
    25. We shall evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is payable.
    26. Service Credits will be calculated on a pro rata basis in accordance with the Fee and will accrue daily for the period in which we fail to provide a response within the service level response time in accordance with the SLA.
    27. If we determine that you are entitled to a Service Credit this shall not exceed your total monthly Fee and will be shown as a deduction of our Fee on your invoice.
    
    Your Obligations
    28. It is your responsibility to:
    i. promptly notify us of any events or incidents applicable to the rendering of the Services to you and/or any additional services;
    ii. to provide not less than 60 days’ notice to us of your intention to add or remove locations. We reserve the right to renegotiate these Terms with respect to the addition or removal of locations as a result of your relocation or otherwise. Such right includes the right to refuse service to your network at the relocation and/or new site;
    iii. provide us with such information or access to your systems in connection with the Services as required to perform the Services. At no time shall we be liable to you in the event that you fail to give us proper access to your network, systems or such information required to perform the Services, including without limitation access to your server and passwords;
    iv. designate a managerial level representative to authorise us with such access as required by us to perform the Services and where possible, such representative shall be present whenever our representative is on-site. This contact information shall be outlined in Appendix A.1 of the Quote, and it is your responsibility to inform us of any such changes 30 days in advance;
    v. at all times act in accordance with any and all reasonable instructions issued by us in relation to the Services; and
    vi. act in accordance with the terms of all licences provided under any software used to provide your Services or any other services.
    29. At all times you shall ensure that any third party engaged by you or any of your employees do not obstruct or hinder our ability to perform the Services.
    30. You assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the network or system is to function.
    31. The Parties will agree and implement a proper system of maintenance, patching and reboots.
    32. We shall not be liable for any failure to provide the Services or any part thereof which arises out of your failure to follow any of our instructions.
    
    Intellectual Property
    33. For the purposes of this clause, Intellectual Property Rights (”IPR”) means without limitation any patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or
    extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    34. You acknowledge and agree that, as between the parties, we and/or our licensors own all IPR in the work and in all other materials connected with our Services and/or developed or produced in connection with our Services by us, our officers, employees, sub-contractors or agents. Except as expressly stated in these Terms, you are not granted any rights to such IPR.
    35. We acknowledge and agree that you own and retain all rights, title and interest in and to your own data. We shall have no rights to access, use or modify your data without your prior written consent.
    36. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's IPR’s arising out of or in connection with your breach or negligent performance or non-performance of any of your obligations under these Terms.
    
    Exclusions
    37. In addition to other limitations and conditions set out in these Terms, the following service and support limitations are excluded from the Services and each will incur a further charge:
    i. cost of consumables, replacement parts, hardware, software, network upgrades and associated services;
    ii. except as otherwise stated in Appendix A.2 of the Quote, all server, network device and software upgrades;
    iii. manufacturer warranty parts and labour/services;
    iv. periodic reboots for such devices as firewalls, routers and servers are required to apply/activate critical update patches and configuration changes;
    v. application software support is limited to the manufacturer’s products listed in Appendix A.2 of the Quote;
    vi. printer maintenance support is limited to non-warranty servicing of printer products listed in Appendix A.2 of the Quote; and
    vii. restoration of lost data caused by systems and/or hardware failure.
    
    Warranties and Disclaimers and Limitation of Liability
    38. We give no warranties and make no representations in relation to the Services or any other service performed by us.
    39. All warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the maximum extent permitted by law.
    40. Neither we, nor any of our directors, employees or other representatives shall be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitation, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the Services or any other services or use thereof even if it has been advised or has knowledge of the possibility of such damages.
    41. We shall not be liable for loss of use your network or system or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to your network or system as a result of the Services or any services performed by us.
    42. Subject to Clause 40, our total aggregate liability to you shall never exceed the total fees paid by you to us in the 12 month period immediately preceding the relevant claim.
    Indemnification
    43. You shall indemnify, and keep indemnified on demand and hold harmless, us, our employees, agents, representatives, directors and shareholders, from and against any and all losses, claims, damages, liabilities, costs (including legal fees) and expenses arising out of or in connection with your breach of any of your obligations under these Terms or as a result of your use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent In addition, you shall pay any judgment and costs associated with such claim.
    
    Termination
    44. Either Party shall have the right to terminate the Terms under any of the following conditions:
    i. if the other Party is declared insolvent or bankrupt;
    ii. if a winding-up, administration or freezing order is made against the other Party and not dismissed within 90 days to declare one of the Parties bankrupt and/or for a reorganisation under the Bankruptcy Law or any similar statute;
    iii. if the other Party commits a material breach of these Terms which are not remedied within 30 days of receiving written notice of such breach; or
    iv. if a Trustee in bankruptcy or a receiver or similar entity is appointed for the other Party.
    45. Notwithstanding Clause 44 we have the right to terminate these Terms and/or suspend our Services immediately if:
    i. you fail to pay us within 30 days from the due date of any invoice; or
    ii. any member of our staff is subjected to threatening or abusive behaviour/language from you. What constitutes threatening or abusive behaviour/language will be at our reasonable discretion.
    
    Consequences of Termination
    46. Upon termination of these Terms for any reason, all hardware and software installed by us that was required to conduct network support services is our property and will be surrendered and returned to us immediately.
    47. We will only return your access codes, credentials for administrator accounts and access once all sums properly due to us have been paid.
    
    Non-Solicitation/Non-Disclosure
    48. You acknowledge that we are involved in a highly strategic and competitive business. You further acknowledge that you would gain substantial benefit and that we would be deprived of such benefit if you were to directly hire any personnel employed by us.
    49. You shall not, without our prior written consent, either directly or indirectly, by or through itself, its affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person solicit, entice or induce, or employ or engage or offer to employ or engage any employee during the Term and for a period of 1 year following termination (however arising) or expiry of these Terms.
    50. You acknowledge that it would be extremely difficult to ascertain the amount of damages resulting from a breach of Clause 50. In the event of a breach of this provision, you shall immediately pay to us by way of liquidated damages an amount equal to 60% of the employee’s total annual renumeration and we shall have the right to terminate our Services without further notice or liability to you. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs we would incur to identify, recruit, hire and train suitable replacements for such personnel.
    
    Confidentiality, Privacy and Compliance
    51. We acknowledge that in the course of providing our Services, certain non-public personal and otherwise confidential information relating to you, including your customers, consumers or employees may be disclosed to, received by or otherwise come to our attention. We shall regard any and all such information as confidential and shall (unless otherwise required by law or a competent Court or Tribunal):
    i. keep confidential all such information; and
    ii. take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than that which serves you or as expressly and specifically permitted in writing by you or as required by applicable law.
    52. You acknowledge that:
    i. you are responsible for keeping records and information of our business, customers, consumers, and employees, confidential;
    ii. all information and services, consulting techniques, proposals and documents disclosed by us to you or which comes to your attention during the course of business and provided under these Terms constitutes our valuable assets and are, and confidential and/or proprietary to us;
    53. Clause 52(ii) shall survive termination.
    
    Insurance
    54. We shall maintain at our sole expense:
    i. general liability insurance for personal injury and property damage for a general aggregate of £5,000,000;
    ii. Professional Indemnity for a general aggregate of £1,000,000; and
    iii. Worker’s compensation insurance as required by law.
    55. On request, we shall furnish you with insurance certificates, including renewal certificates, evidencing such coverage within 10 days from the date of such request.
    
    Data Protection and Data Processing
    56. Our full Data Protection and Data Processing policies can be found on the following link: https://iqinit.uk/data-protection-and-data-processing/
    
    General Provisions
    57. Sole Agreement: The Quote together with these Terms constitute the entire and only understanding and agreement between the Parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, may be amended only by a writing signed by each of the Parties hereto.
    58. Severability: If a court of competent jurisdiction determines that any terms or provision of this Quote together with these Terms are invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining Terms, which shall continue to be given full force and effect.
    59. Captions: The captions of the paragraphs of these Terms are for convenience only and shall not affect in any way the meaning or interpretation of these Terms or any of the provisions hereof.
    60. Binding Effect: These Terms shall be binding upon, and shall enure to the benefit of, the Parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.
    61. Waiver: Any failure of either Party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other Parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.
    62. Assignment: These Terms and the rights and duties hereunder shall not be assignable by you hereto except upon our written consent. At all times, we shall be permitted to assign these Terms and the rights and duties hereunder without your written consent.
    63. Force Majeure: We shall not be liable for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, improper shut down of the network and related network systems/services.
    64. Governing Law and Jurisdiction: These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.