IT support terms and conditions (premium)

IT support terms and conditions (premium) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Support Services: IT support services provision; standard of support services; support services in accordance with SLA; suspension of support services.
4. Product supply: obligation to supply products; products to be delivered; products to be collected; passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention; first party product warranties; customer rights on breach of product warranty.
5. Third Party Software supply: obligation to supply third party software; third party software to be supplied in executable format; supply of third party software licence; third part software licensing responsibility; third party software rights and obligations in licence; compliance with third party software licence terms; third party software licence privity.
6. Licence audit: right to audit licences; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
7. Customer
   obligations: general second party obligations; access to computer systems.
8. Customer
   Premises: obligations of second party in relation to premises; compliance with policies at premises; securing means of access to premises.
9. Customer
   Systems: compliance of second party computer systems.
10. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
11. Representatives: instructions given by first party representatives; instructions given by second party representatives.
12. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
13. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
14. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
15. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
16. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
17. Confidentiality obligations:
    Provider
    confidentiality undertaking;
    Customer
    confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
18. Publicity: limited public disclosures; limited public disclosures by 
    Provider
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
19. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
20. Warranties: first party general warranties;
    Customer
    warranty of authority; exclusion of implied warranties and representations.
21. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
22. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
23. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
24. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
25. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
26. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
27. Notices: section applies to all contractual notices; contractual notices must be in writing; methods of sending contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
28. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
29. Assignment: assignment by first party; assignment by second party.
30. No waivers: no unwritten waivers of breach; no continuing waiver.
31. Severability: severability of whole; severability of parts.
32. Third party rights: third party rights: benefit; third party rights: exercise of rights.
33. Variation: variation in writing and signed.
34. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
35. Law and jurisdiction: governing law; jurisdiction.
36. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SUPPORT SLA)

1. Introduction: introduction to support SLA.
2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
3. Response and resolution: IT support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
4. Provision of Support Services: IT support services to be provided remotely where practicable.
5. Limitations on Support Services: excessive use of support services; misuse of hardware or software and support services.

SCHEDULE 2 (DATA PROCESSING INFORMATION)

1. Categories of data subject: prompt for categories of data subject.
2. Types of Personal Data: prompt for types of personal data.
3. Purposes of processing: prompt for personal data processing purposes.
4. Security measures for Personal Data: prompt for security measures for personal data.
5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.

STATEMENT OF WORK