Manchester Small Business IT Support Terms and Conditions

 Manchester Small Business IT Support Terms and Conditions1 Definition

1.1 In this these terms and conditions, the following definitions will apply:

“Commencement Date”

means the commencement date as set out in the Specification, and if there is none, the date on which the Company begins to provide Services to the Client;

“Initial Period”

means the initial period during which the contract term cannot be terminated which, if applicable, will be set out in the Specification;


means the services that the Company supplies to the Client under these terms and conditions;


means the software program(s) (if any) to be developed or provided by the Company as part of or incidental to the provision of the Services;


means the written specification agreed between the parties describing the Services;


means the duration of the contract between the Company and the Client which shall begin on the Commencement Date and continue until terminated in accordance with these terms and conditions;

“Web Design Project”

means the Services (where applicable) to be provided by the Company to the Client relating to web design;

“Web Design Fee”

means the fee payable (where applicable) by the Client to the Company for completion of the Web Design Project.

1.2 The terms “Company”, “Client” and “Support Fee” shall have the meanings given to them in the Specification.

2 The Services

2.1 The Company undertakes to carry out the Services during the Term with reasonable care and skill, in accordance with the Specification, and subject to these terms and conditions.

2.2 Where the Company is required to purchase hardware or software on behalf of the Client, advance payment will be required. Payment by credit card is accepted for this purpose. Hardware, software and other intellectual assets (such

as computer code) will remain the property of the Company until full and final payment is received by the Company.

2.3 At any time during the Term, the Company may in writing recommend or the Client may in writing request changes to any part of the Specification. Following investigation the Company will give a written estimate showing the costs of the changes to the Client. Should the Client wish to proceed with a proposed change, it will instruct the Company in writing.

3 Client’s responsibilities

3.1 The Client will provide the Company with all reasonable information concerning the Client’s operations and promptly provide answers to queries, decisions and approvals which may be reasonably necessary for the Company to carry out the Services. The Client is responsible for ensuring that such information and answers are accurate and complete and acknowledges that the Company shall not be liable for any delay or defect caused by or contributed to by any inaccurate or incomplete information given to the Company.

3.2 The Client agrees to allow the Company to make reference to it as one of the Company’s clients or in other marketing undertaken by the Company.

3.3 It is the Client’s responsibility to obtain full licenses for any Software provided by the Company.

3.4 In order that the Services may be provided remotely, the Client may be asked to install relevant remote access Software on its computer network.

4 Payment

4.1 The Company will invoice the Client monthly in advance.

4.2 The Company shall be entitled to review monthly the Support Fee should the Client increase its number of computers or due to any other significant change to the Client’s network.

4.3 Any Services provided by the Company at the premises of the Client will be charged at a minimum of 2 hours work.

4.4 Support provided by the Company in addition to the Services set out in the Specification (“Additional Support”) will be billed at a rate set out in the Specification or otherwise agreed between the parties.

4.5 If the Specification includes a Web Design Project the Company shall invoice the Client 50% of the Web Design Fee on agreement of the Specification. The balance of the Web Design Fee will be invoiced immediately following Completion (as described in clause 8).

4.6 The Client shall pay the Company’s invoices within 7 days of the date of the invoice.

4.7 The Company reserves the right to charge the Client interest, calculated daily, in respect of the late payment of any sum due at the rate of 2% above the base rate of Barclays Bank Plc from the due date until paid.

4.8 The Company reserves the right to cease (temporarily or permanently) to provide Services at any time when the Company’s invoices remain outstanding for more than 30 days.

5 Termination

5.1 All proposals made by the Company to the Client will be valid for one calendar month only, after which point they will be deemed to have been withdrawn, unless otherwise agreed by the Company.

5.2 Following the Initial Period (if any) set out in the Specification, the Services shall continue to be provided to the Client until terminated by either party giving not less than 3 months’ notice in writing to the other.

6 Warranties

6.1 The Client warrants and undertakes to the Company that any information, data, images or materials provided to the Company will not infringe the intellectual property or other rights of any third party and all information provided will comply with the requirements of the Data Protection Act 1988 (as amended) and the the Client shall indemnify the Company fully against all liabilities, costs and expenses which the Company may incur as a result of any breach by the Client of this clause.

6.2 The Company will not be liable to the Client for any direct, indirect or consequential loss, damage, cost or expense of any kind, whether arising under contract, tort (including negligence) or otherwise.

6.3 In all cases not falling within clause 6.2, the Company’s total liability in connection with the Services shall not exceed the monthly Support Fee.

6.4 The Client acknowledges and agrees that the allocation of risk contained in this clause 6 is reflected in the Support Fee.

7 Non-solicitation

7.1 Neither the Client nor the Company will during the Term and for 12 months after termination, without the other’s prior written agreement, directly or indirectly solicit or offer employment or engagement to any employee or contractor of the other party.

8 Web Design

8.1 If the Services include a Web Design Project the following terms will apply:

8.1.1 Subject to the provisions of this clause 8, the Client shall be granted a royalty free licence to use and operate, in perpetuity, all content, programming and material incorporated into the completed Web Design Project upon payment in full of the Web Design Fee.

8.1.2 The ownership of the copyright and all other proprietary rights whatsoever in all computer programs, source codes, documentation and other materials prepared or developed by the Company in connection with the Web Design Project, including bespoke work to alter the look, functionality, operation or other facet will remain at all times vested in and otherwise be the absolute property of the Company.

8.1.3 The Company shall notify the Client when the Web Design Project is ready for final testing (“Completion Notice”). Upon receipt of the Completion Notice the Client shall be entitled to test the website for performance in accordance with the Specification.

8.1.4 The Client shall carry out all the testing required to check the performance of the website promptly and in any event within 14 days of the Completion Notice (the “Test Period”).

8.1.5 In the event of any defects being raised during the testing period, the Company shall be allowed a reasonable time to remedy such defect and then issue another Notice.

8.1.6 The Web Design Project shall be deemed to be completed and accepted by and entirely satisfactory to the Client upon the date that the Client confirms in writing to the Company that it accepts the website or following the Test Period after the Completion Notice issued by the Company, whichever shall be the earlier. Following the expiry of the Test Period, the Company shall be entitled to issue its final invoice(s) and the Client shall be required to pay all sums due to the Company in accordance with clause 4.5, whether or not the Client has taken the opportunity to test the website.

8.1.7 Any work required by the Client in respect of the website outside of the Test Period will be charged in accordance with its standard terms and conditions.

8.1.8 Unless specified by the Company in writing, the re-registration of domain names is always the Client’s sole responsibility, including where the Company has undertaken initial registration of a domain name.

8.1.9 The Client agrees to allow th