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IT support terms and conditions (standard)

This template is concerned with the B2B provision of general IT support services, which may include software and hardware installation and configuration, support in relation to specific issues raised by the customer, and the supply of third party hardware and software. The template has been updated for the GDPR.

In addition to the core terms and conditions, this document includes a schedule setting out the service levels applicable to the support services, and a skeleton statement of work. The statement of work should be signed by both parties in relation to each engagement.

Although not as detailed as our premium IT support services T&Cs, this document does include a range of optional provisions that are omitted from the basic T&Cs. Those optional provisions cover the following matters (amongst others): transfers of IPR, indemnification obligations, contractual provision interpretation, notices, force majeure events, timesheets, defined service levels, expenses, confidentiality and liability caps.

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IT support terms and conditions (standard) 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. Customer
    obligations:
    general second party obligations; access to computer systems.
  7. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  9. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  10. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  11. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  12. Confidentiality obligations: first party confidentiality undertaking; second party 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 return or destroy confidential information following termination; confidentiality obligations after termination.
  13. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on 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);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR);
    Provider
     to provide information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
  14. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  15. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
  16. 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.
  17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  18. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  20. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  21. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  22. Assignment: assignment by first party; assignment by second party.
  23. No waivers: no unwritten waivers of breach; no continuing waiver.
  24. Severability: severability of whole; severability of parts.
  25. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  26. Variation: variation in writing and signed.
  27. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  28. Law and jurisdiction: governing law; jurisdiction.
  29. 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

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