Standard Terms And Conditions For The Supply Of ICT Services and Support

1. Definitions

In this document the following words shall have the following meanings:

1.1 CUSTOMER means any individual, partnership, limited company, charity or organisation that from time to time purchases Services from the Supplier
1.2 SUPPLIER means Techedia, The Cloisters, Corporation Street, Southport, England, PR8 1AP
1.3 PROPOSAL means a contract, statement of work, quotation or other similar document describing the services to be provided by the Supplier
1.4 SERVICES means the services specified in the contract
1.5 The CONTRACT shall mean instructions, confirmed in writing or electronic format, issued and signed by the customer or an authorised person on behalf of the customer.
1.6 FEES shall mean all charges and expenses that will by invoiced by the Supplier to the customer for the services provided
1.7 TERMS AND CONDITIONS means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Supplier.

2. General

These Terms and Conditions shall apply to all contracts for the supply of Services by the Supplier to the Customer and shall prevail over any other documentation or communication by the Customer
Any variation to these Terms and conditions shall be inapplicable unless agreed in writing by the Supplier
Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Services, by virtue of any statute law or regulation
Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which either party may be entitled in relation to the Services, by virtue of any statute law or regulation

3. The Service

3.1 The contract agreed that reference these Terms and Conditions shall remain valid for a period of 30 days
3.2 The Customer shall be deemed to have accepted the service proposal by signing a contract with the supplier
3.3 Techedia Ltd will not commence work until the customer has accepted these Terms and Conditions as well as the instructions including, but not limited to, a proposed timeline and fees which will be set out in an accompanying contract.
3.4 The service proposal will be the best estimation of time required to meet your needs. If further time is required you will be consulted before any further activity takes place.
3.5 The supplier shall not be liable for failure to complete assigned work due to delays from the customer. The supplier will endeavour to work with the customer to reduce customer delays as best they can.

4. Fees

4.1 The fee for the Service is as specified in the service contract
4.2 Fees are based on the Supplier’s assessment of costs and are subject to amendment subject to clause 11 – Cancellation and Termination
4.3 Payment of the fee shall be in the manner specified in the contract

5. Completion And Payment Of Fees

5.1 Completion of the work shall be deemed to have taken place when such work as described in the contract has been carried out and is confirmed as working correctly by the Customer.
5.2 Should the contracted work be delayed or suspended at the request of or through and default of the customer, Techedia shall be entitled to payment of the fees resulting from all the work carried out up to and including the end of the termination
5.3 Payment terms are strictly on a monthly basis from the commencement date of the contract
5.4 Payment for additional work outside of the contract agreement will be agreed with the customer
5.5 Payment of the invoices will be within 7 days of issue

6. Customer Obligations

To enable Techedia Ltd to perform its obligations the Customer shall:

6.1 Keep agreed appointments In order to meet the necessary timescales
6.2 Provide the supplier with any information reasonably required by the Supplier
6.3 Provide the supplier with access to required IT system to allow the supplier to perform the work outlined in the contract subject to such access being reasonable, necessary and agreed in advance to be scheduled at times/dates convenient to the Customer in order to minimise business disruption.
6.4 Obtain all necessary permissions and consent which will be required before the commencement of the services, the cost of which is the sole responsibility of the Customer. In certain circumstances this may include evidence that the customer holds a specific legal status in respect to a related individual and can make decisions in their best interests. E.g. Enduring Power of Attorney
6.5 Comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.

7. Techedia Obligations

7.1 The Supplier shall perform the Services with reasonable skills and care and to a reasonable standard in accordance with recognised standards
7.2 The Supplier accepts all responsibility to fulfil the service that is within its’ control, by the agreed timescales and to a satisfactory standard
7.3 The Techedia Ltd are committed to the following service standards

7.4 All information supplied by the supplier to the customer will be impartial
7.5 The supplier will provide understandable information that will empower an individual to choose the right care choice for them
7.6 Identified cultural priorities will be respected
7.7 Individual and diverse needs will be embraced
7.8 All Associates working with the supplier will have relevant qualifications, skills and experience and will have completed the suppliers learning and development programme
7.9 The information supplied by the customer will be confidential. No information will be supplied to a third party without the customer’s expressed permission See clause 8
7.10 Following each intervention we will seek customer feedback to continually monitor and improve our service

8. Confidentiality & Data Protection

8.1 Information disclosed by the customer will be kept confidential and shared only with relevant staff providing the service as agreed.
8.2 All information retained by the Techedia Ltd will be processed strictly in accordance with the provisions of the Data Protection Act 1998 and its successors. Such information shall be held solely for the purposes of fulfilling the contract.
8.3 The Supplier will not transmit any personal data held on behalf of the client except where a) The transfer is a necessary part of the work undertaken to fulfil the contract or b) There is a requirement to do so by operation of the law. For example, if there is a situation where concerns are raised regarding the safety and well-being of the customer, or for the person for whom the service is provided.

9. Complaints And Disputes

9.1 The supplier will always aim to deliver excellence however there may be times when the customer is not happy with the service provided by the supplier. The supplier has a complaints procedure. A copy will be issued with the proposal. Thisprocedure sets out the process for making a complaint and the amount of time you should expect to wait for a full response and investigation.
9.2 If there is a dispute about the interpretation or operation of this contract then the supplier will make every effort to resolve the dispute when and where it arises, negotiating on the basis of good faith

10. Limitation Of Liability

10.1 The Supplier undertakes to maintain Public Liability Insurance limited to £5,000,000 for each and every occurrence and Professional Indemnity Insurance limited to £5,000,000 in total
10.2 The Supplier will maintain Employer’s Liability Insurance cover at the appropriate level
10.3 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury. However the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any delay in the work carried out, negligence, breach of contract or otherwise in excess of the price of the Service.
10.4 The Supplier will not be held responsible for third party costs incurred by the customer for any reason whatsoever.

11. Cancellations & Termination

11.1 The customer may cancel the Service by notifying the Supplier in writing at the address above giving 3 months notice after the initial period as outlined in the contract
11.2 All work undertaken up to receiving cancellation must be paid for within the notice period
11.3 The supplier may terminate the Service for any good reason within 3 months, giving written notice to the customer
11.4 The supplier may, at the customer’s expense charge any costs relating to the winding up of any work being carried out as part of the contract including, but not limited to, fees, court or tribunal costs or any other reasonable third party liabilities

12. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

13. Severance

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

14. Governing Law And Jurisdiction

Any disputes or claims arising out of or in connection with these Terms and conditions of Business or the contract shall be governed by and construed in accordance with the law of England and Wales

15. Acceptable Of Terms

By signing and dating the contract for the provision of services and support you will be accepting the Terms and Conditions of Business.