• Definitions and interpretation
    • In this Agreement, unless otherwise provided:


means the terms in the main body of this Agreement, the appendices and each Schedule;


means in relation to a party, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with that party from time to time;

Authorised Representative

means the person designated in the Schedule by each Party who will act as the project manager in connection with the Services and the prime point of contact with the Authorised Representative of the other Party;

Business Day

means any day (other than a Saturday or Sunday) on which banks are generally open in London for non-automated normal business;


the charges for the services as set out in the Schedule;


means such of the Company’s employees or subcontractors as may be engaged in the provision of Services from time to time including (if any) those designated in the Schedule;

Consultancy Rate

means rate of £ 95.00 per hour/ £700.00 per day means the charges which will be calculated (unless otherwise agreed) in accordance with the Company’s current standard rates notified to the Client from time to time;



means the Company’s equipment and materials necessary for the provision of the Services;


any hardware or equipment purchased by the Client from the Company;

Good Industry Practice

means in relation to any undertaking and any circumstances, the exercise of that degree of care, and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person engaged in the same type of undertaking under the same or similar circumstances;


Means physical  attendance at the Location by a Consultant or the Company providing services remotely to install new software onto a Client’s computer system;

Intellectual Property Rights

means copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights, chip topography rights, and any other intellectual property rights (whether registered or unregistered) and all applications for any of the foregoing, anywhere in the world;


means the location specified in the Schedule as the same may be varied in accordance with clause 10.1;


means the period specified in the Schedule for the provision of the Services;

Project Results

means all products, services, works and materials designed, developed, written or prepared by the Company and all related documentation including but not limited to any specification graphics, programs, data, reports and all other written materials or computer output in each case produced by the Company in the course of providing the Services;


means the employees, agents, contractors or representatives of the Client (including its Associates) and other persons duly authorised on its behalf in the using Project Results and receiving of the Services pursuant to the Agreement;

Restricted Employee

means a person employed or engaged, or otherwise acting on behalf of either party, for a continuous period of 3 months, or a person previously employed or previously engaged, and such employment or engagement has ceased to exist for a continuous period of less than 3 months, who: (i) was employed or engaged in the provision or receipt of the Services pursuant to a particular Schedule; or (ii) had material contact with the other party with respect to such Services;


means a schedule to this Agreement;


means the software described in the Schedule;


means the specification for the Services set out in the Schedules;


means the provision of the services by the Company and selected by the Client as set out Schedule 1 and the description of the services set out in Schedule 2,  which are branded as either Email Anyplace or Office Anyplace;


has the meaning given to it in clause 3.5 below;

Transfer Regulations

means the Transfer of Undertakings (Protection of Employment) Regulations 2006; and

Working Hours

means the hours between 08:30 and 17:30 local time in London, United Kingdom, Monday to Friday on Business Days.

1.2           Unless the context otherwise requires:

           1.2.1 each gender includes the others;

           1.2.2 the singular includes the plural and vice versa;

           1.2.3 references to clauses, schedules or appendices mean to clauses, schedules or appendices of this Agreement;

           1.2.4 references to this Agreement include its Schedules and appendices (if any);

           1.2.5 references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and

           1.2.6 the words ‘including’ or ‘includes’ means including or includes without limitation.

1.3           All capitalised terms which are defined in the main body of the Agreement will have the same meaning in a Schedule. If the provisions of a Schedule conflict with the provisions of this Agreement, the provisions of the Agreement will prevail.

2 Services

2.1           The Company agrees to provide the Services to the Client and its Associates and the Client agrees to receive the Services for the Period as set out in the Schedule.

2.2           The Services are provided at the Client’s request and the Client accepts that it is responsible for verifying that the requirements for the Services set out in the Schedules are suitable for its own needs.

2.3           If the Company carries out any work at the Client’s express request outside the scope of the Services, the provisions of this Agreement will apply to the work undertaken and if no fee is agreed for this work the Company will be paid on a time and materials basis at the then prevailing Consultancy Rate, unless the Parties otherwise agree in writing.

2.4           The Company must:

           2.4.1 perform the Services in accordance with this Agreement;

           2.4.2 if applicable, provide a Consultant to provide the support part of the Services (as set out in the Schedule) as  in person at the Location as may be necessary in accordance with the Schedule;

           2.4.3 perform the Services with all reasonable skill and care in accordance with Good Industry Practice;

           2.4.5 ensure that any Project Results conform with the requirements set out in the Schedule or as otherwise agreed in writing between the Company and the Client; and

           2.4.6 use reasonable efforts to perform the Services by the specific date or in accordance with the fixed time scale specified in that Schedule , but time is not to be of the essence.

2.5           If there is any deficiency or failure by the Company in the provision of the Services the Client will allow the Company a reasonable time period, not less than 7 days, and no greater than 30 days, within which the Company must correct such deficiency or failure. If the Company is unable to correct that deficiency or failure within the time period provided, the Client may pursue any rights or remedies available to it.

2.6           The Company will at its own risk and expense:

           2.6.1 be responsible for the delivery to and removal of the Equipment from the Location;

           2.6.2 the appropriate disposal, in accordance with local laws and regulations, or any equipment removed by the The Company from the Location;

           2.6.3 remove the Equipment from the Location at the end of each visit; and

           2.6.4 leave the Location in a clean, tidy and safe condition.

2.7            The Company reserves the right to either suspend the Services or terminate this                 Agreement if the Client makes any unreasonable use of the Services or uses the Services            in breach of this Agreement.

2.8            If the Client seeks a change to the Services provided to it during the term of this Agreement, including modification of an existing configuration (e.g a new user is added, a change of user name is requested or access to different folders is required), the Company and the Client will agree the additional costs to be invoiced to the Client in respect of the change and the Company will confirm the time frame in which the change will take place (subject to a minimum of two Business Days to undertake the change).

2.9            For the avoidance of doubt, Installation of new equipment and/or software is charged in addition to the Services and the cost and timeframe of each Installation will be agreed between the Parties.  If the Client has chosen to purchase Office Anyplace Support, then remote support to fix errors or problems is included in under this Agreement and the response time is as set out in Schedule 2.

3 Personnel

3.1           The Company will ensure that it has sufficient, suitable, experienced and appropriately qualified Consultants to perform the Services either remotely or at the Location as may be necessary.

3.2           The Consultants will at all times throughout the provision of the Services remain the employees or subcontractors of the Company and will remain under the overall control of the Company. The Company and the Client acknowledge and agree that the Consultants are not, nor are they deemed to be for any purpose, employees of the Client.

3.3           The Company will replace, as soon as reasonably practicable, any Consultant designated to perform Services who leaves the Company’s employment or engagement; or is unable or unwilling to perform the Services.

3.4           The Client acknowledges that a Consultant is entitled to attend company meetings and be absent on short-term leave and that the Company is under no obligation to provide replacement personnel during such periods of absence. The Company will provide notice of such meetings or leave as soon as reasonably practicable.

3.5           The Parties consider that the Transfer Regulations will not apply if the Services or any of them are completed, terminated or transferred (or deemed to have been transferred) to the Client (Transfer).

4 Charges and payment

4.1           The Client must pay the Company:

           4.1.1 The fees for the Services provided as set out in Schedule 1;

           4.1.2 the charges in respect of any Goods ordered by the Client from the Company;

           4.1.3 for the time spent by each Consultant in providing the Services at the Consultancy Rate at the Location and in the case of overnight working at the Location(s), for certain additional services such as Installation, as may be required from time to time. For the purposes of this Agreement time spent by a Consultant for part of an hour will be rounded up to the nearest full hour; and

           4.1.4 in respect of any additional fees agreed by the Client by acceptance of the Company’s quotation for additional services.

           4.1.5 The Company is entitled to charge the Client for time spent by the Consultants in travelling where the journey is longer than two hours. Travel time in excess of this two hours will be charged at the Consultancy Rate.

           4.1.6 Initial installation of OA Support Premium will be charged at no more than two hours regardless of location within the United Kingdom.

4.2           Invoices submitted by the Company under this Agreement will:

           4.2.1 be issued no earlier than the first day of the relevant calendar month week;

           4.2.2 identify the period in respect of which it is payable;

           4.2.3 specify the number of hours worked by Consultants during that period if applicable;

           4.2.4 state the amount of the Charges payable for the period together with VAT, if any, payable thereon;

           4.2.5 provide full detail of the Company’s business address, VAT number, bank name, bank account number and sort code.

4.3           The Consultancy rate and Charges are exclusive of VAT and any other sales tax or duty which, if applicable, must be paid additionally by the Client at the then prevailing rate.

4.4           The Client must reimburse the Company for any reasonable and demonstrable expenses incurred in the course of providing the Services.

4.5           If any sum due to the Company under the Agreement (other than one which is the subject of a genuine dispute) is in arrears for more than 30 days after the due date, the Company may without prejudice to any other right or remedy:

           4.5.1 charge interest on such overdue sum on a day-to-day basis from the original due date until paid in full at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998; and/or

           4.5.2 suspend (without liability on the Company’s part) the provision of the Services on 10 Business Days’ prior written notice.

4.6           The Company may vary the Consultancy Rate and its fees in respect of the Services with effect from time to time and may increase its fees and charges, by giving to the Client not less than 90 days’ prior written notice of such variation and such increase shall apply to the Client following expiry of the 90 day notice period until this Agreement is terminated.

4.7           The Company reserves the right to suspend or refuse to provide the Services if the Client fails to pay the Company’s undisputed invoice for fees and charges in accordance with the terms of this Agreement

5 Client’s obligation

5.1           The Client undertakes to:

           5.1.1 provide the Company with all necessary information, facilities, support and, services reasonably required by the Company for the performance of its obligations to the Client under the Agreement including without limitation at no charge to the Company adequate office accommodation, a secure work space, telephone services, access to the applicable computers servers either remotely or physically, software, hardware and systems of the Client at the Location;

           5.1.2 provide the Company’s representatives with full access to the areas in which the Services are to be performed at the Client’s premises;

           5.1.3 take all reasonable steps to ensure the health and safety of the Company’s representatives while they are at the Client’s premises;

           5.1.4 ensure that the computer and operating system and any other hardware or software which the Company is asked to use or modify for the purpose of the Services are either the property of the Client or are legally licensed to the Client and adequate for the provision of the Services;

           5.1.5 ensure that its Representatives co-operate fully with the Company in relation to the provision of the Services;

           5.1.6 provide or arrange at its expense for any specialist training in the Client’s methods, business practices, applications or products, which it reasonably requires the Company to undertake or which the Company considers reasonably necessary for the proper performance of its obligations under the Agreement;

           5.1.7 be fully responsible for all applications, data, interfaces, hardware, servers and equipment within its control unless agreed otherwise;

           5.1.8 adhere to any obligations of the Client set out in the Schedules;

           5.1.9 only use the Services for reasonable commercial business purposes or the purpose agreed between the Company and the Client.

5.2           The Client will use its reasonable endeavours to ensure that its Associates and Representatives:

           5.2.1 are aware of the obligations or restrictions imposed on the Client under the Agreement; and

           5.2.2 comply with the provisions of the Agreement.

5.3           The Client undertakes:

           5.3.1 to be responsible for and liable for all acts, omissions, fault, default or negligence of, or by, its Associates and/or Representatives arising in respect of, or in connection with, the obligations or restrictions imposed on the Client pursuant to the Agreement, to the extent that it would be liable had such act, omission, fault, default or negligence been caused by Client under this Agreement; and

           5.3.2 to indemnify the Company in respect of all losses, damages or expenses incurred by the Company as a result of any use of the Software or any Services in breach of this Agreement or it’s schedules.

6 Proprietary rights

6.1           The Client will not acquire in any way any title, rights of ownership, Intellectual Property Rights of whatever nature in the Project Results, or the Software. All such interests and rights are and will remain the exclusive and absolute property of the Company.

6.2           The Intellectual Proprietary Rights and all other proprietary rights in any materials developed under this Agreement or otherwise which arise in connection with the Services will remain vested in and be the absolute property of the Company. The Client will do all such acts and things as the Company may reasonably require for the purpose of preserving or perfecting such vesting.

6.3           The Client agrees not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Software or any part of the Services.

7 IPR indemnity

7.1           The Company undertakes to defend the Client from and against any action or claim that the use or possession of the Project Results, the Software, or any part of them infringes the Intellectual Property Rights of any third party (IPR Claim) and will indemnify the Client and it Associates from and against any losses, damages, costs (including legal fees) and expenses incurred by the Client as a result of or in connection with any such IPR Claim which are (a) agreed in settlement, or (b) awarded by a court of competent jurisdiction against the Client as a result of, or in connection with, that IPR Claim. The Company shall have no liability under the foregoing indemnity to the Client if the Client:

           7.1.1 does not notify the Company in writing of any IPR Claim of which it has notice as soon as reasonably practicable;

           7.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Company (such consent not be unreasonably withheld or delayed);

           7.1.3 does not let the Company, at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or

           7.1.4 does not, at the Company’s request and cost, give the Company all reasonable assistance in the circumstances described in sub clause 7.1.3.

7.2 If any IPR Claim is made, or in the Company’s reasonable opinion is likely to be made, against the Client, then the Company may promptly and at its own expense either:

           7.2.1 procure for the Client the right to continue using and possessing the Project Results or the Software as applicable; or

           7.2.2 modify or replace the infringing part of the Project Results or Software and without diminishing or curtailing any of the functions or facilities as specified in the Specification so as to avoid the infringement or alleged infringement.

7.3           The undertaking and indemnity given by the Company under clause 7.1 shall not apply to any infringement arising from any modification to the Project Results or Software made by the Client or any employee, agent or service provider of the Client without the authorisation in writing of the Company.

8 Warranties

8.1           The Company warrants that:

           8.1.1 the Services will conform with the Specification/ the requirements set out in the Schedule;

           8.1.2 all personnel engaged in the provision of Services will have the appropriate qualifications, training and experience to adequately perform the Services; and

           8.1.3 it will provide the Services in accordance with Good Industry Practice.

8.2           To the extent permitted by applicable law, the Company disclaims all other warranties and conditions as to the Services including but not limited to implied warranties relating to quality, fitness for a particular purpose, or ability to achieve a particular result.

8.3           Without prejudice to the Client’s right to terminate this Agreement for material breach, the Client’s sole remedy against the Company for any failure on the part of the Services to conform to the Specification/requirements in the Schedule will be to require the Company to use all reasonable endeavours to correct such failure, free of additional charge, and within a reasonable time, a minimum of 7 days and a maximum of 30 days.

8.4           The Company undertakes to use all reasonable endeavours to remedy free of charge to the Client any faulty work or defect in the Services which is reported to the Company in writing within 5 days after notification  by the Client to the Company. If the Company rectifies such faulty work or defect with the Services by the provision at the Company’s option of replacement or additional materials or services within a reasonable period of time, then the Company will have no other liability of any kind in respect of or arising from such faulty work or defect with the Services.

9 Limitation of liability

9.1           Nothing in the Agreement shall exclude or restrict either Party’s liability for:

           9.1.1 fraud;

           9.1.2 death or personal injury resulting from the negligence of a Party or its employees while acting in the course of their employment; or

           9.1.3 any other liability that cannot be limited or excluded by law.

9.2           Subject to clause 9.1, the Company’s liability to the Client in contract, tort (including negligence), misrepresentation (whether innocent or negligent) breach of statutory duty or otherwise arising out of or in connection with the Services, or other performance or non-performance of the Company’s obligations under the Agreement shall:

           9.2.1 be limited to the sum of £1,000,000.00 (one million pounds) in respect of any one incident or any series of connected incidents.

9.3           All advice and recommendations given by the Company and its representatives shall be made in good faith and in accordance with Good Industry Practice and on the basis of information provided to the Company and otherwise generally available. Where a piece of advice or recommendation does not form part of the Services that advice or recommendation shall in no circumstances constitute a warranty by the Company as to the accuracy of such advice or recommendation and the Company shall not in any event be liable for any loss or damage that may be suffered whether directly or indirectly as a result of the Client acting upon such advice or recommendation.

10 Change of location

10.1           The provision of the Services either at a different location from the Location or to a different number of users of the Client requires the prior written consent of the Company, which consent will not be unreasonably withheld or delayed. Upon such consent being given the different location will become the Location for the purposes of the Schedule.

11 Termination

11.1           This Agreement shall continue for a period of 12 months from the earliest commencement date set out in the Schedule and then shall continue on an indefinite basis unless and until either Party terminates the Agreement on giving the other Party at least 90 days prior written notice.

11.2           Either Party may (without prejudice to its other rights) terminate the Agreement at any time forthwith by notice in writing to the other if:

           11.2.1 a voluntary arrangement is approved, or an administration order is made, or receiver or administrative receiver is appointed over any of the other Party’s assets or undertaking or resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order; or

           11.2.2 the other Party defaults in due performance or observance of any of its material obligations under the Agreement, and (in the case a remedial breach) fails to remedy the breach within 30 days of receipt of a written notice to do so; or

           11.2.3 are in breach of any of the obligations of confidentiality specified in clause 13 of this Agreement.

11.3           The Company may terminate this Agreement at any time forthwith by notice in writing to the Client if the Client , its Associates or Representatives:

           11.3.1 infringe the Company’s or the Company’s licensor’s Intellectual Property Rights; or

           11.3.2 are in breach of any of the obligations of confidentiality specified in clause 13 of this Agreement.

                     and (where capable of remedy) such breach has not been remedied within 14 days of the Company having given written notice to the Client in writing specifying the breach and requiring its remedy within such 14 day period.

11.4           Termination of this Agreement for any reason, will be without prejudice to the rights and liabilities of either Party which may have accrued on or at any time up to the date of termination nor affect the coming into or continuance in force of any provision of the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

11.5           The provision of clauses 3.6, 4.5, 5.3, 6.2, 9.1, 9.2, 13 and 14 will continue in full force after termination of this Agreement.

12 Force Majeure

12.1           Force Majeure means an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations hereunder. Inability to pay is not Force Majeure.

12.2           A Party will not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

           12.2.1 promptly notifies the other of the Force Majeure event and its expected duration, and

           12.2.2 uses reasonable endeavours to minimise the effects of that event.

12.3           If, due to Force Majeure, a Party:

           12.3.1 is or is likely to be unable to perform a material obligation, or

           12.3.2 is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 5 Business Days, the Parties will, within 20 days, renegotiate the Agreement to achieve, as nearly as possible, its original commercial intent.

13 Confidentiality

13.1           Each Party will treat as confidential all information obtained from the other Party under or in connection with this Agreement which is designated as confidential by the other Party or which is by its nature clearly confidential including but not limited to the Specification, the Services and all business information of the Client not in the public domain ‘Confidential Information’. The recipient Party will not disclose any Confidential Information to any person (except only to those employees, agents, subcontractors, companies and other representatives who need to know it) or use any Confidential Information without the other Party’s prior written consent. This clause will not extend to information which:

           13.1.1 was in the possession of the recipient Party (with full right to disclose) before receiving it;

           13.1.2 is already or becomes public knowledge (otherwise than as a result of a breach of this clause);

           13.1.3 is independently developed by the recipient Party without access to or use of such information;

           13.1.4 is required to be disclosed by law or regulatory authority.

13.2           Each Party will ensure that all persons to whom it discloses any Confidential Information of the other Party are aware, prior to disclosure, of the confidential nature of the information and that they owe a duty of confidence to the other Party. These obligations of confidentiality will survive any termination of this Agreement.

13.3           Each Party will establish and maintain adequate security measures to safeguard Confidential Information and data of the other Party in its possession from unauthorised access use or copying.

14 Data Protection

14.1         The Company undertakes to the Client that it will comply with obligations equivalent to the obligations of a ‘data controller’ under the provisions of the seventh data protection principle as set out in Schedule 1 to the Data Protection Act 1998.

14.2         In addition, the Company:

           14.2.1 warrants that it has appropriate technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by it and that it has taken reasonable steps to ensure the reliability of any of its staff who have access to personal data processed in connected with this Agreement; and

           14.2.2 undertakes that it will act only on the instructions of the Client in relation to the processing of any personal data in connection with this Agreement.

           14.2.3 The obligations set out in this clause shall remain in force notwithstanding termination of this Agreement.

15 Purchase/Hire of Goods

15.1         The Client may purchase Goods from the Company from time to time by prior consent, having agreed any quotation for the cost of such Goods with the Company either verbally or in writing.

15.2         Any Goods purchased under this Agreement shall be provided to the Client in accordance with any timescale agreed between the Parties or installed as agreed between the Parties.

15.3         The Client undertakes to pay for any Goods ordered via the Company as invoiced by the Company in accordance with this Agreement.

15.4         Title in the Goods shall pass from Company to the Client upon payment by the Client in full; and

15.5         Risk in the Goods shall pass from Company to  the Client upon delivery of the Goods[to the Client and accordingly the Client shall be responsible for insuring the Goods against all normal risks with effect from the time risk passes.

15.6         The Company does not provide any additional warranty as to Goods supplied other than that they will be fit for the purpose specified by the Client and the Company will transfer any manufacturers guarantees or warranties to the Client in respect of any Goods supplied and/or offer a replacement in respect of any defective Goods supplied.

15.7      The company will ensure that all such Goods satisfy all legal requirements for sale within the United Kingdom and the European Union.

16 Dispute resolution

16.1           Without prejudice to the termination provisions in clause 11, if a Party believes in good faith that the other Party (Other Party) has breached any material term of this Agreement, that Party (Aggrieved Party) shall notify the Other Party, in writing setting forth in reasonable detail the nature of the alleged breach (Notice of Breach). If the Other Party does not dispute the validity of the Notice of Breach, it must promptly undertake to cure and remedy the breach set out in the Notice of Breach. If the Other Party disputes the validity of the Notice of Breach, then the Parties must comply with the following provisions in order to expedite the review, verification, cure and remedy of any such breach.

16.2           Any dispute to be resolved under this clause 16 must first be submitted for resolution to the representatives of each Party then charged with the administration of this Agreement. If such representatives are unable to resolve the dispute within 5 Business Days after the date on which the Notice of Breach is received by the Other Party, then the dispute must be submitted to the Directors (or persons of comparable authority) of each Party for resolution. If such Directors are unable to resolve the dispute within 10 Business Days after the date on which the Notice of Breach is received by the Other Party, then each Party is free to pursue whatever remedies that may be available to it in respect of the subject matter of the dispute.

16.3           The cure period provided in this Agreement for any breach which is the subject of a dispute submitted for resolution under this clause will be suspended during dispute resolution procedures set out in this clause 16 and commence to run on the day after the dispute has been resolved in favour of the Aggrieved Party or the dispute resolution procedures have been exhausted, whichever is applicable.

17 Mediation

17.1           Before resorting to legal proceedings the Parties may (but are not obliged to attempt to settle all disputes or differences between them that arise out of or in connection with this Agreement as set out in this clause.

17.2           Where both Parties consider that negotiations will be assisted thereby, they will appoint a mediator by mutual agreement, or failing mutual agreement each Party will appoint a mediator of their choice and the two appointed mediators will appoint a third mediator to assist them and the Parties in such negotiations. Mediation will take place in London or such other place as the Parties mutually agree.

17.3           Both Parties agree to co-operate fully with the appointed mediator (or mediators), provide such assistance as necessary to enable the mediators to discharge their duties, and to bear equally between them the fees and expenses of the mediators, but otherwise each Party shall bear their own costs.

17.4           Unless the Parties otherwise agree in writing, if mediation is unable to resolve the dispute within 30 days from the Notice of Breach above then either Party may seek to have the dispute determined by the courts of England and Wales.

18 Assignment

The Company may assign or subcontract its rights and obligations under this Agreement to any person, provided that the client is reasonably satisfied that any proposed substitute possesses the necessary skills and qualifications for the satisfactory completion of the obligations under this agreement.

18.1           The client may assign its rights and obligations under this agreement to any person, provided that The Company is reasonably satisfied that any proposed substitute will honour the terms of the agreement.

19 Severability

If any part, term or provision of the Agreement not being of a fundamental nature be held illegal or unenforceable the validity or enforceability of the remainder of the contract shall not be affected.

20 Entire agreement

20.1           This Agreement is the entire agreement between the Parties in relation to its subject matter. To the fullest extent permitted by law no other terms apply.

20.2           Without prejudice to clause 20.1 or to liability for fraudulent misrepresentation, each Party acknowledges that has not relied on any statement or representation given by or for the other in entering into this Agreement.

21 No waiver

Unless otherwise agreed in writing, no delay, act or omission by either Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

22 Notice

Notices under this Agreement will be in writing and sent to the Party’s address above. They may be given, and will be deemed received:

22.1           by first-class post: two Business Days after posting;

22.2           by airmail: seven Business Days after posting;

22.3           by hand: on delivery;

22.4           by facsimile: on receipt of a successful transmission report from the correct number;

22.5           by email: on receipt of a delivery return mail from the correct address.

23 Variation

The Agreement may be amended only in writing signed by both Parties.

24 Relationship of the parties

This Agreement does not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided in this Agreement.

25 Rights of third parties

A person who is not a Party to this Agreement has no right to benefit or to enforce any term of this Agreement.

26 Governing law and jurisdiction

The Agreement shall be governed by and construed and interpreted in accordance with English Law and the Parties submit to the non exclusive jurisdiction of the English Courts.


1 Services Descriptions

Front Desk support


The Company will provide and install Antivirus software on the Client’s equipment. The Company will run an initial scan and remove any malicious software known to the scanner’s author.  The software will update itself from the author where there is an internet connection. We will monitor for any further reported instances of malicious software, and intervene accordingly where required.

Provision of antivirus service does not imply any guarantee that the service will successfully block or correct any specific malicious software. The Company does not accept any liability in respect of failure to identify any such malicious software, nor do we accept any liability of delay or deletion of any suspected files.

Backup Service

The Company commits that, in consultation with the Client, the Company will set up and configure an appropriate backup system to either local media or remotely to our equipment.

You do not own any software installed on to your equipment to allow such backup, unless specified elsewhere.

The Company will not, without your specific written consent, transfer any data outside the United Kingdom.

The Client will not store any data or media that are not work-related, nor any pornographic or offensive data or media, nor any data that is illegal in the United Kingdom or it’s country of origin.

The Company will inform you in writing the location for data that will be backed up. If the Client seeks variation of this, it must be confirmed in writing and agreed by the Company.

Once the Client has exceed its Gigabyte limit set out above (as measured by the amount of data on the Company’s servers), the Company cannot guarantee that all of the Client’s data will be backed up effectively. The Company  will notify the Client if it has exceeded its backup limit.

Files backed up will backed up within an hour. Email and databases are backed up nightly.

Backups will be retained for 2 years.


The Company will configure the Client PCs such that all web requests made through a web browser will be routed through the Company’s servers. The Client will instruct staff not to make efforts to modify this configuration, but while the Company makes best effort in accordance with best practice to prevent such tampering, it does not warrant that the configuration is inviolable.

The Company may keep a log of sites visited by the Client’s staff.

The Company will automatically block any web data that is considered pornographic, abusive, illegal or encouraging of illegality in either the United Kingdom of the United States. We will automatically block any site known to distribute illegal or unlicensed software, data, or media.

The Company does not warrant that the Services are in compliance with the statutes of any other country .

All data that is transferred through this service will be scanned by multiple Antivirus engines. Provision of this service does not imply any guarantee that the service will successfully block or correct any specific malicious software. The Company does not accept any liability in respect of failure to identify any such malicious software, nor do we accept any liability of delay or deletion of any suspected files.

Clients may ask for specific websites or categories of website to be blocked or allowed. Only one such policy can be applied to each client, unless at the Company’s discretion it allows more than policy.

Clients may ask for policies to be applied/not applied at specific times, and the Company shall do so at its discretion.


The Company will monitor on each server, where appropriate:

  • Disk space for all relevant drives
  • Performance Monitoring checks:
    • Processor Queue Length
    • Processor Utilisation
    • Memory Usage
    • Physical Disk: Total
  • Ping checks (external site / Firewall / Router)
  • Windows Service Checks:
    • DCOM Server Process Launcher
    • DHCP Server
    • DNS Server
    • DNS Client
    • Event Log
    • IIs Admin Service
    • Server
    • Workstation
    • TCP/IP NetBIOS Helper
    • Distributed Transaction Coordinator
    • Microsoft Exchange Information Store (where relevant)
    • Microsoft Exchange Management (where relevant)
    • Microsoft Exchange System Attendant (where relevant)
    • Remote Procedure Call (RPC)
    • VIPRE Business
    • Task Scheduler
    • System Event Notification
    • SMTP
    • Print Spooler
    • Windows Time
    • WWW Publishing Service
    • Windows Management Instrumentation
    • Automatic Updates
  • Antivirus Update Check
  • Backup Check
  • Hacker Check
  • Physical Disk Health Check
  • Critical Events Check
  • Application Log
  • Security Log
  • System Log

The Company will either correct any faults revealed by such monitoring or bring them to the Client’s attention.

Any other tests that need to be monitored will be done at the Company’s discretion and following discussion with the Client.

VOIP Services

The company will provide the Client services to enable telecommunications through internet based technologies.

The VOIP Service will provide 1000 minutes of allowed calls within the package.

Allowed calls included in comprehensive package

  • All UK mobile
  • All UK Land
  • All EU Land
  • Australia Land
  • Bangladesh Land and Mobile
  • Brazil Land
  • Canada Land
  • Chile Land
  • China Land
  • Israel Land
  • Japan Land
  • Russia Land
  • South Africa Land
  • Switzerland Land
  • USA Land
  • Most South America Land

Allowed calls not included in comprehensive package

  • Most international mobile
  • UK Directory Enquiries
  • UK Premium services
  • Most Africa
  • Most Carribean
  • Most Middle East
  • Most Asia

Please contact us for specific countries