1. Parties

These Terms are entered into between Paralogic Networks Ltd (Company 4569856) trading as Paralogic IT with registered office at 3 Bell Business Park, Smeaton Close, Aylesbury, Buckinghamshire, HP19 8JR (“PNL”) and the Client.

  1. Definitions

In these Terms capitalised words shall have the meanings detailed below:

“Charges” the annual charges set out in the Commercial Terms, to be paid by the Client to PNL in return for provision by PNL of the Services;

“Client” the person, partnership or company detailed as the client in the Commercial Terms;

“Commercial Terms” the commercial terms detailed in any document prepared by PNL to which this Support Agreement is attached or which otherwise refer to this Support Agreement (whether an offer, proposal, letter, invoice, renewal or otherwise);

“Equipment” the client equipment set out in the Commercial Terms, in respect of which PNL will perform the Services;

“Initial Term” the term set out in the Commercial Terms;

“IPR” rights in inventions, patents, copyrights, database rights, design rights, trademarks and trade names, service marks, trade secrets, trade dress, know-how and all other intellectual property rights (whether registered or unregistered) and all applications for the same anywhere in the world;

“Location” the location(s) for the provision of the Services, as set out in the Commercial Terms;

“Parties” the Client and PNL, and “Party” means either one of them;

“Services” the services and/or goods (including the supply of software where appropriate) to be provided by PNL hereunder as detailed in the Commercial Terms;

“Service Levels” the service levels to be adhered to by PNL in its performance of the Services, as set out in the Commercial Terms (or as reasonably amended from time to time by PNL);

“Service Hours” are 0900 to 1700 Monday to Friday inclusive, excluding English statutory holidays (or as reasonably amended from time to time by PNL);

“Support Agreement” this Support Agreement;

“Start Date” the start date for the provision of the Services, as set out in the Commercial Terms;

“Terms” the Commercial Terms and the Support Agreement.

  1. Application of Terms

3.1 The Client will be deemed to have accepted these Terms where it: signs a copy of the Support Agreement and/or the Commercial Terms; and/or, pays any fees due under these Terms; and/or receives any goods or services under these Terms; and/or otherwise expressly or impliedly accepts these Terms.

3.2 These Terms will prevail over all other terms (including any standard terms of the Client) and the Parties agree that these Terms and any document expressly referred to herein (and any authorised variations thereof) will constitute the entire agreement between the Parties.

3.3 PNL will provide the Services to the Client upon these Terms provided that in the event of conflict between the Commercial Terms and the Support Agreement, the latter will prevail.

  1. Supply of Services

4.1 PNL will use all reasonable endeavours to remedy any stoppage or failure of the Equipment (excluding consumable items) by providing the Services at the Location, during Service Hours, in accordance with the Service Levels and any agreed timetable; provided that, in the event of any failure to meet such timetable, PNL’s sole obligation will be to provide the Services within a reasonable period thereafter. PNL warrants that the Services will be provided in a professional and workmanlike manner.

  1. Additional Services

5.1 PNL reserves the right to make additional charges, at its current hourly charge rates, for any services performed by PNL which are outside the scope of the Services, including but not limited to repair of damage or faults, or data loss arising from:

5.1.1 the relocation of Equipment other than by PNL;

5.1.2 the failure or fluctuation of electrical power, air conditioning or humidity control;

5.1.3 the maintenance of, or alterations or additions to Equipment other than by PNL;

5.1.4 the use of consumables not approved by PNL;

5.1.5 the operation of Equipment outside the design specification or user instructions;

5.1.6 any malfunction due to radiation in the environment of the Equipment;

5.1.7 the negligent, accidental or wilful damage or loss of Equipment or data by any means;

5.1.8 computer virus infection or cyber attack.

5.2 If, as a result of fair wear and tear or obsolescence, PNL reasonably believes that an item of Equipment can no longer be subject to economic maintenance, PNL will submit a refurbishment or replacement cost estimate which will be in addition to the annual Charges. If the Client does not authorise such work within 30 days of the date of the estimate, that item of Equipment will be removed from the scope of the Services.

5.3 For the avoidance of doubt, unless specifically listed as items covered under these terms, the recovery of application software or lost or corrupt data is not within the scope of the Services and will be subject to additional charges.

5.4 In the event that PNL staff are called to the Client’s premises without good reason, PNL reserves the right to make an extra charge at its current hourly charge rates for the time spent, and to require re-imbursement of reasonable travel and subsistence expenses incurred, in connection with the call-out.

  1. Client’s Obligations

6.1 For the duration of these Terms the Client will:

6.1.1 provide all co-operation reasonably requested by PNL in the provision of the Services including but not limited to the provision of adequate working space, facilities and information to allow PNL to perform its obligations;

6.1.2 remain the owner of the Equipment or, if it is not the owner, ensure that it has obtained the necessary permissions for such equipment to be covered by these Terms;

6.1.3 ensure that the proper environmental conditions are maintained for the Equipment, and maintain in good condition the accommodation for the Equipment, the cables and fittings associated therewith and the electricity supply thereto;

6.1.4 keep and operate the Equipment in a proper and prudent manner in accordance with the manufacturer’s operating instructions, and ensure that only competent trained employees (or persons under their supervision) are allowed to operate the Equipment;

6.1.5 use on the Client Equipment only such operating supplies as the manufacturer shall recommend in writing, and replace them in accordance with the manufacturer’s instructions;

6.1.6 source and correctly install all equipment and provide and maintain all facilities and functions outside the scope of the Services including but not limited to the provision, access to and use of the internet and all other connectivity (where appropriate);

6.1.7 operate an appropriate daily backup routine.

6.2 The Client warrants that the Equipment is in good working order at the Start Date and acknowledges that PNL has calculated its Charges on this assumption.

  1. Call Authorisation

7.1 Only authorised personnel of the Client may request Services under these Terms. As soon as reasonably possible after the Start Date, the Client will notify PNL in writing of the personnel who have the authority to make such a request and will subsequently notify PNL of any changes in its authorised personnel.

  1. Charges

8.1 The Client will pay the Charges which will be invoiced in advance in accordance with these Terms.

8.2 PNL will be entitled to make additional charges at its current hourly charge rates from time to time for additional services which are outside the scope of the Services, including but not limited to Services provided in respect of Equipment not listed in the Commercial Terms. PNL will have the right to require the Client to reimburse reasonable travel and subsistence expenses incurred by PNL in the provision of the Services or any additional services. Such charges and expenses will be invoiced as and when they are provided to the Client.

8.3 All invoices will be due and payable in full without deduction within 30 calendar days of the date of invoice, except where any one invoice is outside the terms for payment when all invoices will fall due for payment forthwith.

8.4 All charges under these Terms are exclusive of VAT which will be additionally payable by the Client in the manner and at the rates prescribed by law.

8.5 If the Client does not pay an invoice when due then, without prejudice to its other rights or remedies, PNL may: charge interest (on a daily accruing basis) on the amount overdue from the due date to the date of receipt of payment at an annual rate of 8% above the Bank of England base rate from time to time; and, suspend performance of its obligations under these Terms until payment is made. No right of set-off will arise in relation to any charges payable hereunder.

8.6 PNL may vary the Charges with immediate effect upon notice in the event and to the extent that PNL experiences cost increases due to the failure of the Client to fulfil its obligations under clause 6 or due to a third party’s actions which are beyond its reasonable control. Otherwise PNL will, on giving the Client 30 calendar days prior written notice, be entitled to increase the Charges with effect from each anniversary of the Start Date by no more than a percentage equal to the increase in the Retail Prices Index in the previous year plus 2%.

  1. Confidentiality and IPR

9.1 Each Party undertakes: to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of these Terms; and, not to divulge any such information to any third party without the prior written consent of the disclosing Party.

9.2 The Client agrees that all software, manuals and other documents relating to the Services are confidential and shall not be used or disclosed except as permitted by these Terms.

9.3 Each Party will take all such steps as may from time to time be necessary to ensure compliance with the provisions of this clause 9 by its employees, agents and subcontractors.

9.4 The foregoing restrictions will not apply to information:

9.4.1 which is or becomes public knowledge other than through the receiving Party’s fault; or

9.4.2 which was known to the receiving Party or rightfully in its possession prior to disclosure; or

9.4.3 which is independently developed by the receiving Party or is acquired from a third party free from any obligation of confidentiality.

9.5 Title to and ownership of all IPR and interest in the Services and any documentation provided to the Client hereunder (including permitted copies) will remain vested absolutely in PNL and/or the proprietor thereof and no IPRs are granted or assigned to the Client under these Terms.

  1. Liability

10.1 Each Party undertakes to perform its obligations under these Terms with reasonable care and skill and in a manner that does not infringe, or constitute any infringement or misappropriation of, any IPR of any third party. The Client will take all reasonable steps to reduce the risk of loss or damage to its operations and in particular will implement back-up procedures to ensure so far as possible the availability of data in the event of system failure. PNL will not be liable for any loss or damage which could have been avoided or remedied had such steps been taken.

10.2 PNL will have no liability for: the unavailability of or delays to the Services arising from any act or omission of any internet and/or connectivity service provider, errors in software or hardware, or delays or unavailability arising as a result (in part or in whole) of causes beyond PNL’s reasonable control, including but not limited to non-availability of spares or parts, labour disputes, or delays or defaults of suppliers and/or sub-contractors.

10.3 PNL does not warrant that any software it uses or provides will be free from all known viruses (though PNL will use commercially reasonable virus checking methods).

10.4 If any or all of the Equipment is covered by a manufacturer’s warranty, PNL will not be liable for any invalidation of such warranty as a result of the provision of the Services in relation to such Equipment.

10.5 Neither Party will be liable under these Terms in contract, tort or otherwise for any:

10.5.1 loss of profits, revenue, or anticipated savings;

10.5.2 loss of or damage to business, reputation or goodwill;

10.5.3 loss of, or loss of use of, any software or data or other equipment or plant;

10.5.4 wasted management or other staff time;

10.5.5 losses or liabilities under or in relation to any other contract; or

10.5.6 special, indirect or consequential loss.

10.6 The express warranties detailed herein are the only warranties made and accordingly all other warranties whether express or implied are excluded to the fullest extent permitted by law, provided that neither Party excludes or restricts its liability for death or personal injury caused by the negligence of that Party or its employees or for fraud or fraudulent misrepresentation.

10.7 No action in any form arising out of these Terms will be instituted more than 24 months after the cause of action has arisen.

10.8 Subject to the above, the liability of PNL in respect of all loss or damage suffered by the Client in relation to these Terms, howsoever that liability arises, will be limited to twice the amount paid by the Client pursuant to these Terms during the 12 month period preceding the date of the Client’s claim or £100,000 whichever is the lower sum. PNL may in the case of damage to the Equipment, at its sole option, extinguish any liability by the supply and installation of suitable alternative equipment to the Equipment so damaged.

  1. Data Protection & Data Processing

11.1 Both parties will comply with all applicable requirements of any data protection legislation from time to time in force in the UK including the General Data Protection Regulation (GDPR), Data Protection Act 2018 or any successor legislation.

11.2 The parties acknowledge that for the purposes of this Agreement, the Client is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the GDPR).

  1. Term & Termination

12.1 These Terms will commence on the Start Date and will continue for the Initial Term of 36 months (unless specified otherwise in the Proposal) and then automatically renew for successive one-year terms, unless terminated by either party in writing ninety (90) days prior to the end of a term.

12.2 Notwithstanding 11.1 above, either Party may, without prejudice to its other rights or remedies, terminate these Terms forthwith by written notice if:

12.2.1 the other Party commits a material breach of these Terms and, in the case of a breach which is capable of being remedied, fails to remedy the breach within 14 calendar days of receipt of written notice of breach; and/or

12.2.2 the other Party enters into liquidation or any arrangement with or for the benefit of its creditors, has a receiver appointed, becomes subject to a winding up petition, and/or becomes unable to pay its debts as they fall due.

12.3 If either Party terminates pursuant to this clause, the Client will pay forthwith to PNL all Charges and other payments outstanding at the date of Termination.

12.4 The provisions of these Terms that by their sense and context are intended to survive termination, shall survive any such termination.

  1. Miscellaneous Provisions

13.1 All notices under these Terms must be in writing and will be sent: in the case of PNL, to the managing director at PNL’s registered office from time to time; and, in the case of the Client, to the address set out in the Commercial Terms; or to such other address may be notified by the relevant Party from time to time. Any such notice may be delivered personally, by post, or by fax or e-mail transmission and will be deemed to have been served: if by hand, when delivered; if by post, forty eight hours after posting; if by fax, on the day of dispatch provided acknowledgement is received; and if by e-mail, on the day of transmission (as evidenced by the date and time given on the sender’s printout).

13.2 If any part of these Terms is held to be unlawful or unenforceable that part will be severed and the remainder of these Terms will remain in effect.

13.3 These Terms will form the entire agreement between the Parties and supersede all prior oral or written proposals and all related communications.

13.4 The failure by a Party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

13.5 The Client will not assign, transfer or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of PNL.

13.6 PNL reserves the right to make reasonable amendments to this Support Agreement from time to time upon 30 calendar days written notice to the Client. The Client will be deemed to have accepted such amendments unless the Client has notified PNL in writing to the contrary within the notice period.

13.7 Only the Parties and their permitted successors and assigns (if any) are entitled to benefit from these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.8 These Terms will be governed by English Law and the Parties shall submit to the exclusive jurisdiction of the English courts.