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1. DEFINITIONS AND INTERPRETATION
In these Conditions, the Rate Schedule and every Quote, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by Ionic IT the following words have the following meanings:
“After Hours” means from 17:30 - 08:30 hours Monday to Friday and all-day Saturday and Sunday, including Public Holidays;
“Business Hours” means Monday to Friday from 08:30 to 17:30 hours excluding Public Holidays;
"Client”, “You" or “Your” means a person who seeks or obtains a quote for, or who orders, Goods or Services from Us, and includes both a person whose name is on the Order or on an email attached to which is an order, a person who places an order, and a person on whose behalf an Order is placed or on whose behalf it appears and order is placed, and in any case each of their heirs, successors and assigns;
“Cloud Services” means services relating to subscriptions which We manage directly with the supplier on Your behalf;
"Conditions" means these terms and conditions;
“Contract” means the contract between Us and You for the supply of Goods and/or Services in accordance with these Conditions;
"Goods" means any goods and/or services sourced by Us or provided by Us in connection with any such goods and/or services including computer hardware and Software and any goods or services provided in connection with any of those things;
“Managed Services” means fully managed IT support, full details on what this includes are provided in the Managed Services Agreement, where applicable;
“Order” means any order requested by You to Us for Goods or Services in any form;
“Period” means a particular number of half-days, days, weeks, fortnights, months, or any other period, as may be agreed between Us and the You as the period during which some Services will be provided;
“Plan” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services (including unlimited support) and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in a Plan Schedule;
“Plan Schedule” means the key terms applicable to Plans as set, and as may be varied by Us, from time to time in its absolute discretion without notice to You;
“Public Holidays” means any day which is a public holiday throughout Northern Ireland;
“Professional Services” means services including but not limited to; project delivery, installations & upgrades, networks & cabling, wi-fi solutions, office relocation, hardware procurement and leasing;
“Quote” means a quote provided to You by Us;
“Rates” means the hourly rates and other charges for Services (including any call-out fees and any Return/Cancellation Fees) set out in the Rates Schedule, a Plan, Plan Schedule, Quote, contract or arrangement entered into by Us and You or in these Conditions, and includes any monies payable to Us on a quantum meruit basis for any work it has done;
“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in its absolute discretion without notice to You;
“Reasonable Assistance Limits” has the meaning set out in condition 17.2;
“Return/Cancellation Fee” means a fee charged pursuant to condition 12.5 as set by Us from time to time;
“Service Request” means a request for service such as adds, moves, changes and technical assistance;
"Services" means the provision of any services by Us including Work, advice and recommendations;
“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;
"Us”, “Our” or “We” means Ionic IT Ltd, NI 068056 and its heirs, successors and assigns;
“VAT” means value added tax;
“Work” means anything We may do, provide, customise, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.
In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:
Words denoting the singular number only shall include the plural number and vice versa;
Reference to any gender shall include every other gender;
Reference to any Act of Parliament, Statute or Regulation shall include any amendment currently in force at the relevant time and any Act of Parliament, Statute or Regulation enacted or passed in substitution therefore;
Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;
All references to pounds (£) are to GBP (Great British Pound);
A reference to time is to Greenwich Mean Time (GMT);
A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state, or government and vice versa;
A reference to a recital, condition, schedule, appendix, annexure or exhibit is to a recital, condition, schedule, appendix, annexure or exhibit of or to these Conditions;
A recital, schedule, annexure, or description of the parties forms part of these Conditions;
A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
A reference to “includes” means includes without limitation;
A reference to “will” imports a condition not a warranty; and
A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.
2. APPLICATIONS OF THESE CONDITIONS
2.1. Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, Contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.
2.2. The invalidity or enforceability of any one or more of the provisions of these Conditions will not invalidate, or render unenforceable, the remaining provisions of these Conditions.
3. COMMITMENT TERM
3.1. The minimum term of the Contract is specified in the Order (“Committed Term”).
3.2. After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless terminated in accordance with condition 4 below.
4.1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
4.1.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
4.1.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under The Insolvency (Northern Ireland) order 1989, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
4.1.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
4.1.4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
4.2. Without affecting any other right or remedy available to Us, We may terminate the Contract with immediate effect by giving written notice to the You if You fail to pay any amount due under the Contract on the due date for payment.
4.3. Without affecting any other right or remedy available to Us, We may suspend the supply of Goods or Services under the Contract or any other contract between Us and You if:
4.3.1. You fail to pay any amount due under the Contract on the due date for payment; or
4.3.2. You become subject to any of the events listed in condition 4.1 or We reasonably believe that You are about to become subject to any of them.
4.4. If either party terminates the Contract, we will assist You in the orderly termination of Services, including timely transfer of the Services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.
4.5. Should You wish to terminate the Contract before the end of the Commitment Term (otherwise than in accordance with condition 4.1), You agree to pay all of the remaining payments due up until the end of the Commitment Term and the provisions of condition 4.6, as applicable, shall apply.
4.6. Either party may terminate a Contract at any time without cause on giving ninety (90) days’ notice in writing to the other party provided that:
4.6.1. for Managed Services, where a fixed term applies the termination will not be effective until expiration of that fixed term (You may choose to terminate early and pay for the remainder of the term);
4.6.2. for Cloud Services, where a fixed term applies the termination will not be effective until expiration of that fixed term (You may choose to terminate early and pay for the remainder of the term);
4.6.3. for Professional Services, if any work is outstanding under the Contract, the termination will only be effective on completion and payment in full by You of all work under the Contract. You may waive the requirement that We complete all work but must pay all amounts under the Contract as if that waiver had not been given; and
4.6.4. for a Contract in respect of any other services, where a fixed term applies the termination will not be effective until expiration of that fixed term (You may choose to terminate early and pay for the remainder of the term).
You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.
Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.
7. GOVERNING LAW
The Contract shall be governed by and construed in accordance with the laws of Northern Ireland and the parties submit to the non-exclusive jurisdiction of the Courts of Northern Ireland.
You may not assign Your rights and obligations under the Contract without Our prior written consent.
9. VARIATION OF THESE CONDITIONS
We may at any time vary these Conditions by publishing the varied Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these Conditions.
GOODS AND SERVICES
10.1. Term and effect: Quotes will only be valid for 14 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.
10.2. Once expired, the Quote will need to be requested again.
10.3. Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the Quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.
10.4. The general minimum turnaround time for Quote request to be actioned is usually 48 hours. For more complex quotes or requirements that require additional research, it may take up to 5 working days. In the event that a Quote is required urgently please let us know so that we can respond to it accordingly.
10.5. When a special price or discount offer has been applied to a Quote, no other special promotion, discount or bonus offer will be applicable.
10.6. In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.
10.7. Once the Quote has been confirmed and converted to an Order in accordance with Condition 11, the Order will be subjected to our normal Conditions.
10.8. Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavour to honour every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.
10.9. Estimated time of delivery information is based on an estimate given by our vendors and cannot be held as the actual promised date for delivery to You.
10.10. Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
10.11. We do not keep inventory and as such only order items once we receive a completed Order from a client. If You would like to return an item or cancel an Order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.
10.12. Unless specified, all items on Quote are covered by manufacturer’s warranty covering parts and labour for hardware only on a return to depot basis.
10.13. Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.
11.1. Orders: You may place an Order for Goods and/or Services with Us. Normally, We will require that You approve the Quote electronically via either an email or a web-based system with the date and Your details, including Your full legal name or description (including the
11.2. full name or description of any person on whose behalf the order is placed), Your address together with any relevant purchase order, quote number and date.
11.3. Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email or via the web based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.
11.4. Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web-based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favour of Us to be:
11.4.1. signed by, and duly authorised by, both the person who signed the Order and the person who sent the email; and
11.4.2. duly authorised by the person on whose behalf the Order is placed or apparently placed.
11.5. Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.
11.6. No obligation to deliver: We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided We refund any payment made by You in respect of the Order.
11.7. Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consents to Us undertaking a credit reference check in respect to You.
11.8. Cancellation of Orders: You are not entitled to cancel an Order without our prior written consent, such consent to be at Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has despatched the relevant Goods and that such despatch often occurs the same day as the Order is placed by Us.
11.9. Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.
12. PRICING AND RATES
12.1. Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of VAT and any other applicable taxes or government charges (unless otherwise stated in writing by Us).
12.2. Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.
12.3. Vary Rates: We reserve the right vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.
12.4. Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.
12.5. Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You in accordance with condition 11.7, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.
12.6. Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.
12.7. Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes or 15 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.
12.8. Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.
12.9. Pre-paid blocks of Service: Where You agree to buy pre-paid blocks of Service during a Period, payment must be made in advance for the pre-paid blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the pre-paid blocks of Service. Services included in a pre-paid blocks of Service during the Period:
12.9.1. are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule;
12.8.2. are only provided by Us during the applicable Period. Where Services are provided for a specified Period; and
12.9.3. the Services remaining unused for that Period cannot be rolled over into any subsequent Period.
13. SERVICES AND PLANS
13.1. Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.
13.2. Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.
We may subcontract any or all of the Services to be performed but shall retain prime responsibility for the Services under these terms.
15. DELIVERY, TITLE AND RISK
15.1. Delivery liability: We will use all reasonable endeavours to despatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.
15.2. Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
15.3. Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this condition 15.3 will affect title to the Goods.
15.4. Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under condition 15.3.
15.5. Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:
15.5.1. title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
15.5.2. You must hold those Goods as fiduciary bailee and agent for Us and must not sell them;
15.5.3. You must keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
15.5.4. where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us); and
15.5.5. We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorise and direct Us (and Our employees and agents) to enter into such premises as its duly authorised agent and You hereby indemnify Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.
15.5.6. You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this condition 15.5.
16. RETURNS AND CLAIMS FOR GOODS AND SERVICES
16.1. General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier.
16.2. Customised Goods not returnable: Where Goods have some element of customisation for You, are supplied pursuant to an Order that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related Services.
16.3. Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.
16.4. Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.
16.5. Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.
17. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE
17.1. Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having.
17.2. Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
17.3. Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
17.3.1. We may recommend that You purchase Goods provided by third parties from time to time;
17.3.2. Recommendations may be made in situations where You have made known to Us the purpose for which the Goods will be used, or some function sought to be fulfilled;
17.3.3. You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
220.127.116.11. the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
18.104.22.168. the behaviour of third-party supplier, e.g. in relation to support;
17.3.4. You acknowledge that the Services provided by Us may involve the very task of seeking to customise Goods so they may be fit for particular purposes and that customisation may be a very substantial project in itself;
17.3.5. Accordingly, You will accept the sole responsibility for:
22.214.171.124. decisions as to whether or not to follow recommendations by Us; and
126.96.36.199. decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose.
17.4. Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.
18. FORCE MAJEURE
18.1. Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You.
18.2. We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.
19. PRODUCT SPECIFICATIONS
19.1. Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.
19.2. Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal specification or quality provided to be agreed between Us at the time.
Reliance on Manufacturer’s Warranty: Unless we advise you in writing otherwise, you will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal directly with such manufacturer rather than Us for all claims covered by such warranties.
20.1. Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
20.2. No liability for program or data loss: You will ensure that Your systems and data are fully backed up at all times in order to mitigate Your own potential loss of programs and data and You shall, if requested, provide written confirmation to Us to this effect. We shall have no liability in this respect.
20.3. General limit on liability: Subject to condition 21.1, Our total liability to You for all loss or damage in connection with the Contract shall not exceed the fees received from You for the relevant Goods or Services
20.4. Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.
22. ERRORS AND OMISSIONS
We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the Contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.
23. PRIVACY STATEMENTS AND YOUR RIGHTS
23.1. We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorised Purposes”).
23.2. You are required to provide your personal information to Us for Authorised Purposes.
23.3. We may disclose Your personal information to other persons for the purposes of the fulfilment of Quotes, Orders and Work for you or in order to provide Goods or Services to You, to verify the information You provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.
23.4. Otherwise We will not disclose Your personal information without Your consent unless authorised by law.
23.5. Your personal information will be held by Us at Our principal place of business and You can contact Us to request to access or correct it.
23.6. We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.
23.7. We will sometimes arrange for service providers, agents and subcontractors, including from outside the EEA, to provide services and process your information on our behalf. We will make sure that these service providers, agents and subcontractors have a duty to keep your information confidential and secure, and that they only process your information as set out in a written contract.
23.8. We record or monitor phone calls to confirm details of our conversations, for your protection, to train our staff and to maintain the quality of our service.
23.9. We use CCTV to record images in and around our premises to prevent and detect crime.
24. OUR WEBSITE
24.1. We make no representations or warranties in relation to information available on Our website, including without limitation:
24.1.1. that the information on Our website is complete or correct;
24.1.2. that Our website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; and that We endorse any internet site linked to Our website or any third party products or services referred to on Our website.
25. LODGING OF SERVICE REQUESTS
In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests, as outlined in Appendix A.
26. ACCESS TO SYSTEMS, SITES AND PEOPLE
26.1. In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.
26.2. You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see
users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.
27. THIRD PARTY AUTHORISATIONS
At times We may need to contact Your third-party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.
28. PAYMENT, LATE PAYMENT AND DEFAULT
28.1. Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing).
28.2. by cash, cheque, credit card or direct debit in accordance with these Terms and Conditions and in the way set out in the Invoice.
28.3. 30 days late: Where You fail to pay an invoice within thirty (30) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.
28.4. Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.
28.5. Interest: If payment of any Sum Due is not made on time, We may charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.
28.6. Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:
28.6.1. first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any
28.6.2. dishonoured cheque fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
28.6.3. secondly, in or towards payment of any interest due or payable hereunder, and
28.6.4. thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.
28.7. Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services
28.8. is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.
28.9. Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding we may have exercised other rights under these Conditions.
29. LICENCES AND SUBSCRIPTIONS
29.1. All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that that they can be reproduced if and when required. This includes all Software installed by Us.
29.2. You agree to indemnify Us against any claim, allegation, loss, damage or expense arising directly or indirectly from:
29.2.1. any unauthorised Software use by You; and
29.2.2. any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers.
29.3. All intellectual property rights in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.
29.4. We are an authorised reseller of certain cloud subscription services. Third party cloud services are supplied to You subject to the applicable vendor’s customer agreement (or vendor terms and conditions), which applies directly between You and the applicable vendor.
29.5. Minimum agreement term is 12 months for all subscriptions.
29.6. Subscription Renewals are automatic and will be for same period as initial subscription.
29.7. Ending automatic renewals: Client to notify Supplier in writing not less than 30 days prior to expiration of the initial subscription term or subscription renewal, as applicable.
29.8. You acknowledge that:
29.8.1. Our role in supplying the above products is as a reseller only and that the Vendor’s terms and conditions apply.
29.8.2. We recommend certain cloud subscription services based on information known to the Us at that time about the product and about Your requirements.
30. COPYRIGHT AND CONFIDENTIALITY
30.1. Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by You to Us belongs to You.
30.2. Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.
30.3. Confidential Information: We acknowledge that in the course of providing Services to You, We may learn from You certain non-public personal and otherwise confidential information relating to You, including Your customers, consumers or employees. We shall regard any and all information We receive which in any way relates or pertains to You, including Your customers, consumers or employees as confidential.
30.4. You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under the Contract constitute valuable assets of, and confidential and/or proprietary information to Us.
As such, both parties shall take all 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 except unless permitted in writing by the disclosing party or as required by applicable law.
30.5. You shall:
30.5.1. co-operate with the Supplier as far as reasonable in all matters relating to the Services;
30.5.2. provide the Supplier, its employees, agents, consultants and subcontractors, with access Your premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
30.5.3. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
30.5.4. prepare Your premises for the supply of the Services;
30.5.5. comply with all applicable laws, including health and safety laws;
30.5.6. comply with any policies issued by the Supplier including (but not limited to) acceptable use, security and disaster recovery;
30.5.7. respond to Supplier enquiries in a professional and timely manner;
30.5.8. provide the Supplier with remote and (if requested) physical access to any systems that the Supplier supports;
30.5.9. keep all contact information provided to the Supplier up to date and correct in order to enable account management and technical notifications about the Services;
30.5.10. keep the Supplier up to date with any changes to the infrastructure or environment relating to the Services that might impact on the performance of the Services;
30.5.11. establish, maintain and monitor adequate internal security measures for Your access and use of the Services including the confidentiality and safe storage of all login details, usernames and passwords and updating them regularly;
30.5.12. use the Services for Your business purposes only; and
30.5.13. where the Services include applications or other services provided by third parties, to comply with any terms, conditions and instructions issued by those third parties.
30.6. You shall not access or use the Services for any unlawful purpose including:
30.6.1. in any way which is likely to infringe the intellectual property rights of a third party;
30.6.2. for the transmission, display, downloading or uploading of any material which is or is likely to be construed as defamatory, threatening, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party or which is otherwise unlawful;
30.6.3. attempting to gain unauthorised access to the Services;
30.6.4. attempting to modify, distribute, reverse engineer or otherwise attempting to decipher any code in connection with the Services
30.6.5. and/or any other aspect of the Supplier’s or the Supplier’s licensor’s technology;
30.6.6. in any way that is likely to cause damage or adversely affect the operation of the Services or interfere with or disrupt Your website, other websites, servers or networks; and
30.6.7. in any way that will or is likely to interfere with the use and enjoyment of the Services for other users
30.7. If the Services include any project work that is time and material charged You accept that:
30.7.1. any failure by You to adhere to the terms of this Contract that leads to delays will result in target dates being extended so as to accommodate fully the effects of such delay; and
30.7.2. any delay that is directly or indirectly caused by any act or omission by You may result in the Supplier charging You for the effects of such a delay on a time and materials basis at its standard published day billing rates.
30.8. If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Client Default):
30.8.1. without limiting or affecting any other right or remedy available to it, We shall have the right to suspend performance of the Services until You remedy the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;
30.8.2. We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Our failure or delay to perform any of its obligations as set out in this condition 30.8; and
30.8.3. You shall reimburse Us on written demand for any costs or losses sustained or incurred by the Us arising directly or indirectly from the Client Default.
By signing below each party confirms that it has read the above terms and conditions and agrees to be bound by them, together with any applicable Product Terms and Contracts entered into there under.
SERVICE REQUEST LODGEMENT PROCESS
When you contact us to lodge a service request, only the methods below must be used:
Phone: 028 7964 5865
Web Portal: https://www.ionic-it.com/client-area
Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.
If the issue is being lodged by either phone or external email, you must include your name, company and return contact details.
Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue.
SERVICE REQUESTS OUTSIDE OF OUR BUSINESS HOURS
Service Requests that must be addressed outside of business hours must be lodged by phone (charges apply for after-hours work where it is not included as part of your agreement). If not, the Service Request will be viewed on Our next Business Day.