“PATCH N PROTECT“ IT SUPPORT PLAN |
for the Supply of IT Support Services to the Client
This Agreement is made on the ]
BETWEEN
A [ ] a company in [England & Wales] of
Your Address (‘the Client’), and
B [SysFix IT Support Ltd] a company in [England & Wales] of
One Croydon, 11th Floor (Sussex Innovation), 12-16 Addiscombe Road, Croydon, London, CR0 0XT (‘the Service Provider’).
1. General
1.1 Contract reference: [Patch n Protect IT Support Plan]
1.2 Client: [ ]
1.3 Nature of Client’s business: [ Non-scheduled passenger air transport / Freight]
1.4 Client contact: [ ]
1.5 Service Provider: The service provider is engaged under a contract for services, to provide the Services specified under this service level agreement.
1.6 Service Provider specialist field: [IT Consultancy]
1.7 Service Provider contact: [Paul Stanbra]
1.8 Status, if EAA Conduct
Regulations applicable: [Not] Opted out
1.9 Contractual relationships: For the avoidance of doubt there is no contractual relationship between the Service Provider and the Client; the Client has agreed to engage from the Service Provider, the Services, for the purposes of and limited to the Project, and the Client has agreed to engage the Service Provider to provide the Services. The contracts constituting these engagements are contracts for services.
2. Service Requirement
2.1 Project: [ IT Services ]
2.2 The Services:
As set out in sections 5 to 12, for the purposes of and limited to the Project.
Any further specific details, prioritisation, and time estimates for each piece of work will be as agreed between the Service Provider and the Client from time to time.
The Service Provider is engaged as an independent professional, with the ability to take ownership of the assignment and accept responsibility for proper performance of the agreed services, without requiring supervision or control by the Client. Any party may request in writing changes to the type and scope of the Services. Any such request must be sufficiently detailed to enable assessment of the effect of the requested change. No change will take effect until and unless agreed in writing and signed by all parties.
There is no obligation on the Client to offer any other work beyond that specified in this Agreement, and no obligation on the Service Provider to accept any other work that may be offered. Save to the extent expressly provided, no party wishes to create or imply any mutuality of obligation between themselves whatsoever either in the course of this contract or between any performance of the services, during any period when work is not available, or during any notice period.
2.3 Defect Warranty Period [7 Days] after the Services are otherwise complete
2.4 Required Insurance Cover
(Service Provider to carry):
Professional Indemnity: ₤ [100’000] in respect of each and every incident.
Public Liability: ₤ [2,000,000]
3. Dates and Duration
3.1 Start Date: [ ]
3.2 Contract Period: Initially bound for a period of 12 months or (if sooner) when the Client and the Service Provider agree that the Services are complete, subject to any terms permitting earlier termination or extension as outlined in 3.2.1.
3.2.1 Extension Agreement: At the end of the Contract Period, both parties are automatically entered into an annual fixed term extension agreement by extending the contract period by a further 12 Months unless either party provides written notice of intent to terminate subject to notice being provided as stated in 3.4.1. For the avoidance of doubt, written notice means a physical letter, signed, posted by recorded delivery that requires a signature on receipt.
3.3 Client Notice Period: The Client may terminate by giving 30 days’ notice without cause but subsequently will be charged the remainder of the contract period or extension agreement.
3.4 Service Provider Notice Period: One Month.
3.4.1 Extension Notice Period: The Client may terminate the extension agreement 30 days prior to the contract period end date as specified in 3.2, 3.2.1.
3.5 Budgetary Limits: Services will not be provided for more than those set out on the [Signature Page] and (ref:8,9) in any month without the agreement of both the Client and the Service Provider unless paid for by the client.
3.6 Service Hours: Services provided are cloud based/remote and run continuously.
No engineer/Tech support is provided by the service provider under this agreement therefore, service hours are not applicable.
4. Charging Basis
4.1 Fee Basis:
As shown on signature page of this Contract.
4.2 For the avoidance of doubt the Client is charged for any periods during which Services have not been provided or paused.
4.3 Any work not covered under this contract (ref: 8) will be subject to the Service Provider’s normal hourly rates and travel time fees.
4.4 Any subscription service taken out on behalf of the client will be subject to a minimum 12-month terms unless otherwise stated including but not limited to Online Backup, Office 365, AntiSpam, Anti-Phishing, Cyber Security Training, Patch Management, Hosting and will be bound by the same terms of this contract. Any such request for any additional service or additions to this contract, in writing, by email or letter, will be bound by all terms set out in this agreement.
4.5 Any additional equipment purchased and covered by this agreement will be added to the contract and be bound by the same terms set out herein. The Service Provider will automatically enrol this equipment on 12-month terms and adjust pricing accordingly. Where the Client terminates a contract and an extra item had been added under 12-month terms during the contract, the remaining duration of that item will be billed on the final invoice.
4.6 The price you pay each month for your IT Services will be adjusted on or after 31 March each year, according to the rate of inflation relevant to your terms. We will use the consumer price index plus 3.5% for the December rate, which is published in January, to calculate the price change that will come into effect on or after 31 March of the same year.
4.7 All equipment or services supplied to the client will remain the property of the Service Provider until paid for in full. The service provider retains the right to pause service where outstanding bills remain unpaid past the due date as per 4.2.
Abstract
This document defines the terms and conditions of the service level agreement (SLA) for supporting the client’s IT Systems for a period as detailed in 2.1;3.2.
SLA Summary
Description | To provide IT Services for the client’s IT Systems as outlined in this document. |
5. Purpose
The SLA forms a contract between the Client and The Service Provider for the provision of cloud services to the Client. The SLA incorporates certain terms with an agreed meaning which are outlined in section 11.
6. Support Facilities
6.1 Contacting SysFix IT Support
SysFix IT Support can be contacted in several ways; however, all incidents must be reported by emailing the 24/7 ticketing system in the first instance.
The preferred method of communicating support issues is by E-Mail using the 24/7 helpdesk facility. In the event of emergencies, incidents may be reported verbally by telephone call. Out of hours support is provided at an additional cost and is outside the scope of this service level agreement.
6.2 Problem Management
SysFix IT Support provides full problem management and will take responsibility from incident to resolution and will communicate with 3rd party vendors and suppliers to ensure that the incident is completed to the client’s satisfaction.
6.3 Escalation Procedure
In the event of Client dissatisfaction with any aspect of the resolution of an incident or the cloud service being provided by the Service Provider, the Client should first send their concerns in writing to their account manager as detailed in (ref: 6.1)
7. Cover Times
This section outlines the coverage times that the Client’s IT Support Contract operates within. Coverage outside of this SLA is available at an additional charge subject to availability.
Monday to Friday | 9am to 5:30pm |
Saturday | Not Covered |
Sunday | Not Covered |
Bank Holidays | Not Covered |
Remote Support | Not Included - Charged at our hourly rates |
Telephone Support | Not Included - Charged at our hourly rates |
E-Mail Support | Included – Assistance to resolve non-working services and product queries are provided by Email support. |
8. Environments Covered
a. For the term of this agreement, the Client will be entitled to technical support for the services provided to the environments outlined below and applications which have been explicitly agreed below.
b. The responsibility for the physical hardware will sit with the Client or the equipment manufacturer in the form of warranty. If the hardware fails, the service provider is able to quote for its repair or replacement and restore systems as close as possible to their original state.
Environment Name | Client Machines |
Description | We will provide assistance where necessary to ensure the proper function of the following services on the number of devices outlined below;
· Endpoint Cyber Security · Patch Management
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Service Level | Standard |
Number of Devices |
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Notes |
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Cover Times | Ref: 7 |
8.1 Service Exclusions
8.1.1 Remote IT Support, On-Site support and Telephone Support is not included.
8.1.2 New hardware is not automatically covered and must be added to this agreement.
8.1.3 Patch updates to client specific software packages above the base package list will be through explicit agreement via paid remote support sessions.
8.1.4 Pre-Existing faults will be excluded from the support agreement.
8.1.5 Problems arising from changes made by third parties.
8.1.6 Equipment not set out in ref 8 (Environments Covered) except where the Service Provider has included and billed for, additional devices as outlined in 4.
8.1.7 Project Work including but not limited to office moves, new computer installation, new office setup, service migration, on-site support unless otherwise specified in this agreement, large scale software installation, data recovery, data backup, data destruction, website design.
9. Costs
The cost for the provision of IT Services in conjunction with this Service Level Agreement is based on the service level and the services required for each environment. Prices shown may be subject to change at the contract renewal date and as described in 4.6. Additional devices or services added during the contract period will be charged at the Service Providers current rates and subject to 12 months terms irrespective of the overall contract end date in 3.2.
10. Definitions
Throughout this agreement and SLA, we use certain terms with a specific meaning. For the avoidance of doubt, these terms are defined here.
Term | Description |
SLA | Service Level Agreement: An agreement between the Service Provider and the Client outlining expectations from both parties in association with this IT Services Agreement. |
Environment | An environment is the combination of hardware, software infrastructure and configuration settings. Examples of environments are: -
A single computer running a single operating system.
A local area network comprising a number of servers, workstations and their associated applications. |
Infrastructure | Infrastructure can be described as the network cabling, internet connection, router and switches that provide connectivity to the Environment. |
Additional Hardware and Software | Additional or replacement hardware will be funded separately by the Client outside of this agreement. Funding must be provided by the Client prior to ordering and delivering of any replacement or additional hardware or software. |
Procurement | The Service Provider operates a procurement service on behalf of the Client. The Client can source new equipment from most suppliers and can provide installation as part of the IT Support Contract. |
Extension Agreement | An extension of the contract end date as specified in 3.2. All other terms remain the same. |
Ordered Service | An additional product or service requested by the client which incurs a fee in addition to those as set out in this IT Support Contract. |
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11. Manufacturer Warranties
It is assumed that the client has in place, support agreements with the various hardware and software manufacturers for the duration of the SLA. Such services would be covered by these agreements are excluded from this SLA.
Terms of Business (Client–Service Provider)
for the supply of Services to a Client
12. Definitions and Preliminary
12.1 'Contract or Agreement' means a contract between the Client and the Service Provider for specific services to be performed for a Client, and comprising (in order of priority) a Schedule, any other document expressly referred to therein, and these Terms. A Contract referencing these terms is governed only by these terms and by no others, except where both parties expressly agree in writing. All changes must be agreed in writing.
12.2 Unless otherwise clear from the context, references to ‘Client’ include any named End-Client.
12.3 ‘EAA’ means the Employment Agencies Act 1973, and ‘Employment Client’ and ‘Employment Business’ have the meanings defined by the EAA. ‘Conduct Regulations’ means the Conduct of Employment Agencies and Employment businesses Regulations 2003. ‘Opted Out’ means agreement made between Service Provider and a person to be engaged on the Services, notified to the Client, and having the effect that the Conduct Regulations do not apply in relation to an introduction or engagement.
12.4 These terms govern introductions which may be made by the Client of potential Clients to the Service Provider, with a view to engagements through the Client for the performance of specified services for them. These terms also govern engagements for such services. By entering discussions with a potential Client introduced by the Client, or by commencing services, the Service Provider accepts these Terms.
12.5 Any Contract for the performance of specified services is conditional on the Client contracting unconditionally with the Client for the Services.
13. Service Provider Responsibilities
13.1 The Services will be provided for the Client as specified in the Schedule, with reasonable skill and care, and so far as is reasonably practicable within any agreed timescale.
13.2 The Service Provider is a professional, answerable for key milestones and for deliverables, and responsible for exercising initiative as to the delivery of the Services. A Contract does not give the Client the right or power to direct or control the daily activities of the Service Provider or any person engaged on the Services. The Service Provider is responsible for:
13.2.1 maintaining adequate Professional Indemnity, Employer's Liability, and Public Liability insurance of at least the Required Insurance Cover, and for providing evidence thereof on request
13.2.2 providing its own reference materials, administrative support, and equipment where required (other than where use of the Client’s equipment is required for reasons of security, because it is specialised, or because the Client’s equipment is itself the object of the Services)
13.2.3 devising appropriate working strategies and providing the Services independently, in a professional manner, with all proper skill and care, and in accordance with accepted professional standards methodologies and guidelines, and with all notified specifications and procedural requirements for the Project
13.2.4 rectifying at its own cost any defective Services notified within the Defect Warranty Period
13.2.5 maintaining and providing any necessary qualifications, authorisations, and training
13.2.6 complying with all notified IT, telecommunications, security, and Health and Safety policies, and with any other relevant legislative requirements
13.2.7 giving the Client reasonable notice of any periods when Services will not be provided
13.2.8 taking and being accountable for all appropriate decisions in relation to all aspects of the performance of the Services.
13.3 Where a Schedule names any personnel who are to provide the Services, the Service Provider is responsible for maintaining reasonable continuity, but reserves the right to substitute other personnel of equivalent expertise. The Service Provider acknowledges that the Client has the right, under its contract with the Client, to refuse to accept Services from substitute personnel on reasonable grounds related to security, qualifications or expertise. No additional charge will be made for any handover period, and the Service Provider remains responsible for Services performed on its behalf.
14. Client Responsibilities
14.1 Neither the Client nor the Client has responsibility for the Service Provider or any person engaged on the Services, other than (a) as specifically provided for under a Contract, and (b) such responsibilities as are generally owed to the public at large.
14.2 The Client is responsible for:
14.2.1 giving the Service Provider, such cooperation and access as are reasonably necessary for the proper performance of the Services
14.2.2 informing the Service Provider if on any day the Services are not required
14.2.3 ensuring that all relevant Health & Safety policies are disclosed to the Service Provider.
14.2.4 The Client shall act in accordance with any and all reasonable instructions issued by the Service Provider in relation to the Support Services. The Service Provider shall not be liable for any failure to provide the Support Services or any part thereof which arises out of the Client’s failure to follow any such instructions.
14.2.5 The Client shall inform or consult with the Service Provider with respect to any new computer hardware, devices and/or software which it intends to procure where such hardware, devices and/or software is to be added to the Specified Equipment.
14.2.6 The Client shall allow the Service Provider and (where applicable) its personnel at all reasonable times to the environments for the purpose of providing the Services.
14.2.7 The Client shall use reasonable endeavours to keep the Service Provider informed of any special requirements (including, but not limited to, legislative requirements) applicable to the rendering of the Support Services. To the extent necessary and appropriate, the Service Provider and the Client shall promptly take steps to comply with any such requirements. These steps shall not otherwise alter this Agreement in any way.
14.2.1 If the client cancels an ordered Service or any part of it, notwithstanding that such order has only been provisionally accepted by us, you agree to reimburse us for any costs we have incurred in preparing to deliver the Service in addition to the standard cancellation charge, as may be applicable at the time. If you are a business, we will also charge a fee of £250 towards our administration costs if you cancel your order after requesting it and prior to it being provisioned.
15. Copyright and Intellectual Property Rights
15.1 ‘Deliverable’ means a work produced by the Service Provider in the course of Services for delivery to the Client. It is the Service Provider’s responsibility to clarify with the Client whether in the interests of saving time and cost any pre-existing works are to be used in the production of any Deliverable. Where pre-existing works are incorporated in any Deliverable, the Service Provider grants the Client non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. Subject thereto, all rights in any Deliverable will pass to the Client, and the Service Provider will provide a formal assignment thereof on request by the Client.
15.2 It is the Service Provider’s responsibility to indemnify the Client and the Client against liability as a result of alleged infringement of third-party rights by a Deliverable. This is provided the Client notifies the Service Provider of any relevant third-party rights promptly on such rights becoming known to or suspected by the Client.
16. Confidentiality
16.1 Each party will keep any confidential information disclosed by the other or by the Client secret. Neither party may use or take advantage of any such confidential information without the discloser’s consent, even after the end of this Agreement. This obligation does not apply to (i) information known to the receiver before disclosure by the other party, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement. It is the Service Provider’s responsibility to provide any reasonable confidentiality agreement required by the Client.
17. Charges and Payment
17.1 The Service Provider will invoice and the Client will pay for Services provided in accordance with a Contract, subject (where the Schedule shows Service Reports are required) to production of Service Reports approved electronically or in writing by authorised representatives of Service Provider and Client (or, if there is no Service Report, such other evidence as may reasonably be required of the proper performance of the Services).
17.2 The Service Provider will Charge and the Client will be required to pay, for services not outlined in the schedule and where the requirement for services by the client exceed the allotted time stated on the signature page.
18. Termination
18.1 A Contract may be terminated
18.1.1 by either party giving the other written notice of the Notice Period specified in this contract, (3)
18.1.2 by the Client by giving written notice of the notice period specified in this contract (3), if the Service Provider fails to provide the Services in accordance with these terms.
18.1.3 by either party by Immediate Notice, if the other is in material breach of contract, or is in breach of contract and fails to remedy the breach within fourteen days of being required in writing to do so, or if the other becomes insolvent or ceases to carry on business, or if any preliminary step is taken towards the other’s liquidation winding up receivership or administration (other than for bona fide reconstruction or amalgamation).
18.1.4 by the Client by Immediate Notice, if the contract under which the Client provides the Service Provider's services to the Client terminates (for whatever reason), or if in the Client’s reasonable opinion, it is under a legal obligation to terminate.
18.1.5 Immediate Notice means notice to terminate with immediate effect, and shall be effective however communicated, provided confirmed in writing as soon as reasonably practicable.
18.1.6 Any rights or obligations of a continuing nature shall survive termination.
19. Liability
19.1 The Service Provider is engaged to perform the Services as specified in the Schedule as an independent professional, and neither the Service Provider nor any person engaged on the provision of services is under the control of the Client or the Client; and therefore the Service Provider accepts responsibility for any acts defaults or omissions of itself and of any such person whilst performing the Services.
19.2 Neither party enters a Contract on the basis of or relying on any representation, warranty or other provision except as expressly provided in writing, and all other terms implied by statute or common law are excluded so far as legally permitted. Liability or remedy for innocent or negligent misrepresentation is excluded.
19.3 Liability is neither limited nor excluded for death or personal injury, or otherwise where it would be unlawful to do so. Subject thereto,
19.3.1 liability is excluded for consequential loss or damage of any kind or for loss of profit, business, revenue, goodwill or anticipated savings.
19.3.2 the total liability of the Service Provider and any person providing Services on its behalf in respect of a risk required by a Contract to be insured is limited to the amount of the Required Insurance Cover in respect of that risk.
19.3.3 these limitation and exclusion provisions shall operate for the benefit of all potentially liable persons.
20. Employment obligations and third-party rights
20.1 The relationship governed by a Contract is neither that of agent-principal, nor that of employer-employee; no person providing Services will be the employee of the Client.
20.2 The Service Provider will keep the Client and the Client indemnified (a) in respect of any legitimate claim or demand made by the proper authorities for all taxes, national insurance or social security contributions, in respect of payments made for the services performed by the Service Provider, and (b) against any claims that may be made by any person providing Services under employment-related legislation.
20.4 The Client confirms (a) that a contract in these terms accurately reflects all provisions in the Client’s contract with the Client and which are intended to be binding on the Service Provider, and (b) that no provision in the Client’s contract with the Client will be inconsistent with the intended relationship (as expressed in this contract) between the Service Provider and the Client. Any differences between this contract and the terms of the Client’s contract with the Client represent commercial risk and benefit accepted by the Client, and not additional terms intended to be binding on the Service Provider.
21. Protection of Client’s Business
21.1 Unless an introduction or engagement is Employment Business and not ‘Opted Out’,
21.1.1 The Service Provider will not (other than under a contract with the Client) provide services to the Client, either during a Contract, or within six months following the later of (i) introduction, and (ii) the end of the most recent Contract.
21.1.2 The Service Provider will inform the Client immediately it becomes aware if, within 6 months following the later of (i) introduction by the Client to the Client, and (ii) the end of the most recent Contract, the Client (other than through the Client) makes an offer of employment or engagement direct to any person introduced or who has provided Services on the Service Provider’s behalf.
21.2 An introduction is deemed made on the Client providing the Service Provider with sufficient information for the Service Provider to identify the Client introduced, unless the Service Provider already has a connection with the Client and so informs the Client within 7 days, and (if requested) provides documentary evidence.
21.3 Subject to the above, a Contract is not exclusive, and Service Provider is remains at liberty to also provide services to third parties. It is the Service Provider’s responsibility to ensure that no conflict of interest arises.
22. General
22.1 Force majeure: If a party is obstructed in performing any of its obligations by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. Whilst performance has been suspended for more than 7 days, either party may terminate the Contract by immediate written notice.
22.2 Waiver: Failure to enforce any of these terms is not a waiver of a party’s rights and shall not prejudice its rights to take action in respect of the same or any later breach.
22.3 Severability: Any part of a Term which is wholly or partially void, invalid, or unenforceable shall be severed from the remainder (which remains enforceable).
22.4 Notices: Any notice to be given by either party to the other shall be in writing, may be sent by recorded delivery, and shall be deemed served 2 days after posting.
22.5 Law: These terms are governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.
22.6 Severance
22.6.1 In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
to Terms of Business (Client–Service Provider) for the supply of Services to a Client
(These Notes do not form part of a Contract, but should be provided to with the terms on first accepting instructions, in a case which might fall within the EAA and the Conduct Regulations)
If the services are to be provided under the control of the client, an introduction or engagement by a Client to a potential client may be ‘Employment Business’ and therefore governed by the Employment Agencies Act 1973 and regulations made under that Act. An introduction or engagement for specified services from an independent professional accepting responsibility for them would therefore generally be expected to fall outside the scope of the Act and regulations.
A work-seeker which is a company and any person who is to provide services on its behalf may ‘opt out’ of the regulations by jointly notifying the Client before introduction or provision of services to a client. Where the Act and regulations apply, then unless such ‘opt out’ notice has been given:
1. A Client must at the outset provide its terms of business, and inform the work-seeker:
1.1. that its capacity will be that of an Employment Business
1.2. that it will pay for services provided, whether or not it is paid by the Client.
1.3. of the type of work for which an engagement will be sought and the minimum rate of remuneration reasonably expected to be achieved (to be specified in a separate document)
1.4. that unless otherwise agreed in the Schedule,
1.4.1. the notice required for the work-seeker to terminate a Contract will be one month.
1.4.2. payment will be made against monthly invoice.
1.4.3. there will be no leave entitlement (paid or otherwise).
2. It is the work-seeker’s responsibility in any event:
2.1. to notify any intention to opt out before introduction or supply or services to a Client.
2.2. to give details of any current engager, to reduce risk of submission to that engager.
2.3. to confirm identity (work-seeker and any person who will provide services on its behalf) including Certificate of Incorporation and (where applicable) VAT Registration Certificate
2.4. to confirm and maintain any experience, training, qualifications and authorisations considered necessary by a client, or required by law, by a professional body, or for the proper performance of the Services.
2.5. to ensure that any profile or curriculum vitae supplied accurately and completely discloses history and experience, and that references are honest and accurate.
2.6. to promptly confirm willingness to be submitted for prospective engagements.
2.7. to disclose any reason, it may have at any time to believe that the work-seeker or any person who will provide services on its behalf to be unsuitable for any engagement.
2.8. to ensure that where a Contract may require a person who will provide services on its behalf to occupy premises away from home, it has arranged for suitable accommodation and travel.
2.9. not to accept any offered engagement if it is in any way restricted from doing so.
3. Additional requirements apply if any engagement will involve working with or caring for or attending any person under the age of 18, or who by reason of age, infirmity or any other circumstances is in need of care or attention.
AGREEMENT / SIGNATURE PAGE
The Client agrees to engage, and the Service Provider agrees to provide the Services specified in this Contract referenced [Patch n Protect IT Support Plan], to the Client named therein, and on the basis of the Client’s Terms of Business (Client-Service Provider) for the supply of Services to a Client (as attached).
The Charge Rate for this engagement is £ excluding VAT payable each month by direct debit.
VAT will be charged on all fees above.
Prices correct as of 16-08-2023 and are subject to change.
SIGNING PROVISIONS
On behalf of the Client by [ ]
(Authorised Signature)
