Terms and Conditions

1. Commencement

1.1 The Contract begins on the date Itec Support communicates its acceptance of the Customer’s order for the Service and continues until ended by the Customer or Itec Support in accordance with this Contract.

1.2 The Service commences on the Service Start Date.

1.3 Where Itec Support sells equipment to the Customer, the terms of this Contract will not apply in relation to the sale of equipment which will instead be subject to Itec Support’s Conditions of Sale located at www.itec-support.co.uk

2. Provision of service

Site Preparation, Access and Installation

2.1 The Customer agrees to prepare the Site according to any instructions Itec Support may give and to provide Itec Support with reasonable access to the Site for the purposes of the Contract. The Customer agrees to provide at its expense a suitable place and conditions for Itec Support Equipment and, where required, a continuous mains electricity supply and connecting points.

2.2 The Customer will obtain any permission needed for Itec Support to put Itec Support Equipment on the Site.

2.3 The Customer and Itec Support will meet each other’s reasonable safety and security requirements when on the Site. The Customer and Itec Support agree to look after each other’s equipment on the Site. If the Customer or Itec Support damages the other’s equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use.

2.4 Itec Support will try to provide the Service by any date agreed with the Customer, but all dates are estimates, unless the Service Schedule says otherwise.

2.5 The Customer will be responsible for making the Site good, after any work has been undertaken by Itec Support at the Site, including putting items back and for re-decorating.

2.6 The Customer will not permit or make without limitation any attempt to disassemble, deconstruct, break down, hack or otherwise interfere with any Itec Support Equipment.

Faults and Repair

2.7 Itec Support will try to provide uninterrupted service, but the Customer understands and agrees that from time to time faults may occur.

2.8 If the Customer reports a fault in the Service Itec Support will repair the fault in accordance with the Service Schedule. If Itec Support agrees to work outside the hours specified in the Contract or if the Customer reports a fault and Itec Support finds there is none or that the Customer has caused the fault, Itec Support may apply a charge. This charge will be as detailed in the Contract or if not detailed in the Contract based on Itec Support’s reasonable costs.

3. REGULATIONS AND USE OF THE SERVICE

3.1 Any Customer Equipment must be:

(a) technically compatible with the Service and not harm Itec Support’s network or another customer’s equipment;

(b) connected using the applicable Itec Support network termination point, unless the Customer has Itec Support’s permission to connect by another means, and used in compliance with any relevant instructions, standards or laws; and

Proper use

3.2 The Service must not be used:

(a) in any way that is unlawful or in contravention of any licence, code of practice, instructions or guidelines issued by a regulatory authority, third person’s rights or Itec Support’s Acceptable Use Policy located at www.itec-support.co.uk/abuse-guidance; or

(b) to send, communicate, knowingly receive, upload, download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive; or

(c) in any way Itec Support considers is or is likely to be detrimental to the provision of the Service to the Customer or service to any of Itec Support’s other customers.

3.3 The Customer will comply with Itec Support’s reasonable instructions regarding health, security, safety or the quality of the Service.

Security

3.4 The Customer is responsible for the proper use of User Security Details, if any, and must take all

necessary steps to ensure they are kept confidential, secure and not made available to unauthorised

persons.

3.5 If the Customer believes that any User Security Details are or are likely to be used in an unauthorised way, the Customer must inform Itec Support immediately. The Customer must not change or attempt to change a user-name without Itec Support’s prior agreement.

3.6 Itec Support does not guarantee the security of the Service against unauthorised or unlawful access or use. If Itec Support believes there is or is likely to be a breach of security or misuse of the

Service Itec Support may:

(a) change and/or suspend the User Security Details (and notify the Customer that it has done this);

(b) require the Customer to change the User Security Details.

Internet Access

3.7 Where the Service allows access to the internet the Customer understands and agrees that the

use of the internet is at the Customer’s own risk.

Content

3.8 Where Itec Support provides the Customer with Content, the Customer’s use of the Content is at the Customer’s own risk. The Customer understands and agrees that:-

(a) the Content may change from time to time;

(b) the Content can only be used for its own purposes and is protected by copyright, trademark, and other Intellectual Property Rights. The Customer must not copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the Content;

(d) some of the Content will have its own terms and conditions. These may be displayed online or elsewhere. If the Customer accesses this Content the Customer must keep to these terms and conditions; and

(e) access to any Content provided on a subscription basis as part of the Service will cease when this Contract ends.

Operational changes

3.9 Occasionally, for operational reasons, Itec Support may:-

(a) change the codes or numbers given to the Customer, or the way Itec Support provides the Service, provided that any change to the way Itec Support provides the Service does not significantly affect the performance or functionality of the Service; or

(b) interrupt or suspend Service. If this happens Itec Support will restore the Service as quickly as possible.

Numbers

3.10 The Customer does not own any number or have any right to sell the number related to the Service.

Indemnity

3.11 The Customer will indemnify Itec Support against any claims or legal proceedings that are brought or threatened against Itec Support by a third party because the Service is or has been used in breach of clauses

3.1-3.6 and 3.8 (b). Itec Support will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

Monitoring and recording calls

3.12 Itec Support may monitor and record calls relating to customer services and telemarketing. Itec Support does this for training purposes and to improve the quality of its customer services.

4. CHARGES AND PAYMENTS

General

4.1 Charges for the Service are as detailed in the Service Schedule and calculated using the details recorded by Itec Support.

4.2 Itec Support will send the bills to the address notified by the Customer to Itec Support.

4.3 The Customer will be liable for charges for the Service from the Service Start Date, unless otherwise stated in the Service Schedule.

4.4 The Customer agrees to pay:

(a) in advance for subscription, rental, and other recurring charges (including inclusive usage charges); and

(b) in arrears for usage (excluding inclusive usage charges), connection and any other nonrecurring charges, unless otherwise stated in the Service Schedule.

4.5 All charges are exclusive of VAT which is chargeable at the applicable rate, unless otherwise provided in the Service Schedule.

4.6 As part of its credit management procedures, Itec Support may at any time:

(a) require the Customer to pay a deposit or provide a guarantee as security for payment of future bills by the means requested by Itec Support; and/or

(b) carry out a credit vet of the Customer. The Customer agrees to provide Itec Support with any information Itec Support may reasonably require for this.

4.7 Payment is due on the date specified on the bill, unless otherwise stated in the Service Schedule.

4.8 The Customer must pay all charges by BACS or monthly payment plan, unless otherwise advised by Itec Support.

4.09 Where Itec Support has agreed that the Service can be included within a standard Itec Support pricing package or scheme, the Customer agrees that while the Service is included within the pricing package or scheme the charges specified in the Service Schedule may be amended by the terms of the pricing package or scheme. Upon termination of the pricing package or scheme, the charges will revert to those specified in the Service Schedule.

Disputed Bills

4.10 If the Customer disputes any charge on a bill the Customer will notify Itec Support in writing within 14 days of the date of the bill with all relevant information. Where the disputed amount is:-

(a) less than 5% of the total bill, the Customer will pay the full amount of the bill; or

(b) more than 5% of the total bill, the Customer must pay the amount not in dispute. Also, if requested by Itec Support, the Customer will place funds equivalent to the disputed amount into an account with a reputable bank as reasonably specified by Itec Support, established jointly by the Customer and Itec Support, accruing interest at a variable rate equal to that which the selected bank certifies it would normally pay a commercial customer. Any disputes will be resolved promptly and the resolved amount if any is payable immediately.

Late Payment

4.12 If Itec Support does not receive payment by the due date, Itec Support may charge the Customer:

(a) any late payment charge as referred to in the Service Schedule; and/or

(b) daily interest on late payments at a per annum rate equal to 7% above the base lending rate of the European Central Bank for the period beginning on the date on which payment is due and ending on the date on which payment is made.

4.13 If the Customer does not pay a bill, Itec Support may instruct a deItec Support collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If Itec Support instructs an agency, the Customer must pay Itec Support an additional sum. This will not exceed the

reasonable costs Itec Support has to pay to the agency, who will add the sum to the Customer’s

outstanding deItec Support on Itec Support’s behalf.

4.14 If any sum owed by the Customer to Itec Support under the Contract or any contract with Itec

Support is not paid by the due date, Itec Support may deduct this sum from any payment or credit

due to the Customer under the Contract or any other contract with Itec Support.

5. CHANGING THE CONTRACT

5.1 Itec Support can change the Contract (including the charges) at any time and will publish any

change in line with clause 5.2.

5.2 Unless otherwise stated in the Service Schedule, Itec Support will publish any changes to the

Contract (including the charges) online at http://www.Itec Support.com (or any other online address

that Itec Support may advise the Customer), and/or in accordance with clause 9.9, as follows:

(a) for changes that are to the Customer’s significant detriment, at least 14 days before the change is

to take effect; and

(b) for all other changes at least one day before the change is to take effect.

6. ENDING THIS CONTRACT

6.1 The Customer may cancel the Contract or the Service at any time before Itec Support provides the Service. The Customer will pay Itec Support the cancellation charge specified in the Service

Schedule.

6.2 The Contract or the Service may be ended by either party on 28 days written notice to the other unless otherwise stated in the Service Schedule.

6.3 If the Customer or Itec Support ends the Contract or the Service during the Minimum Period the Customer will pay Itec Support the termination charges as set out in the Service Schedule. This clause will not apply if:

(a) the Customer ends the Contract or Service during the Minimum Period because Itec Support is in

material breach of this Contract; or

(b) the Customer gives notice to end the Contract within three months of Itec Support notifying the Customer of an increase to the charges or changes to the Conditions in either case to the Customer's significant detriment; or

(d) the Contract ends because either clause 8.7 or 9.1(c) applies.

6.4 The Customer may end this Contract if:

(a) Itec Support materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Customer to do so; or

(b) insolvency proceedings are brought against Itec Support or Itec Support makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of Itec Support’s assets or Itec Support goes into liquidation or a corresponding event under Scottish

Law.

6.5 Itec Support may suspend the Service or end the Contract, or both, at any time without notice if:

(a) the Customer breaches the Contract or any other contract that the Customer has with Itec Support and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by Itec Support to do so. In this clause breach includes non-payment of any valid invoice by the due date; or

(b) Itec Support reasonably believes that the Service is being used in a way forbidden by clauses 3.1–

3.6 and 3.8 (b). This applies even if the Customer is unaware that the Service is being used in such a

way; or

(c) bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer’s assets or the Customer goes into liquidation or a corresponding event under Scottish Law. The Customer will continue to pay the charges during any period of suspension.

6.6 If the Contract ends Itec Support will refund any money owed to the Customer after first deducting any money due to Itec Support under this Contract or any other contract that Itec Support has with the Customer.

7. LIMITATION OF LIABILITY

7.1 Itec Support accepts liability as set out in the Contract.

7.2 Neither the Customer nor Itec Support excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted

by law.

7.3 Unless otherwise expressly stated in the Contract neither the Customer nor Itec Support shall be

liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for

any direct loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data,

use, business, wasted expenditure, business interruption or for any other direct loss which may arise

in relation to the Contract whether or not the Customer or Itec Support was advised in advance of

the possibility of such loss or damage.

7.4 Unless otherwise expressly stated in the Contract neither the Customer nor Itec Support shall be

liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for

any indirect or consequential loss of profit, revenue, time, anticipated savings or profit or revenue,

opportunity, data, use, business, wasted expenditure, loss of or damage to physical property,

business interruption or for any other indirect or consequential loss or punitive damages which may

arise in relation to the Contract whether or not the Customer or Itec Support was advised in advance

of the possibility of such loss or damage.

7.5 Subject to clauses 7.2, 7.3 and 7.4, the Customer and Itec Support accept liability to the other in

contract, tort (including negligence) breach of statutory duty or otherwise for direct loss limited to

the amounts specified in the Service Schedule.

7.6 Clause 7.5 will not apply to any obligation to pay charges or to clauses 3.11 and 8.5.

7.7 Each part of this clause operates separately. If any part of a clause is held by a Court to be

unreasonable or inapplicable the rest of the clause shall continue to apply.

7.8 The Customer is responsible for reviewing whether the Customer should enter into a business

continuity insurance contract.

8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Intellectual Property

8.1 Except as expressly set out in the Contract, the Customer and Itec Support do not acquire any

rights or licences to the other’s Intellectual Property Rights.

8.2 If Software is provided to enable the Customer to receive and use the Service, Itec Support

grants the Customer for the duration of the Contract a non-exclusive, non-transferable licence to use

such Software for its own use. Unless otherwise agreed in writing, any licence granted by Itec

Support under this clause 8.2 will end when the Contract is terminated.

8.3 If the Service provides the Customer with Software licensed by third parties who require the

Customer to accept their terms of use, the Customer must keep to those terms.

8.4 Except as permitted by applicable law or as expressly permitted under the Contract the

Customer must not, without Itec Support’s prior written consent, copy, de-compile or modify any

software, copy manuals or documentation or permit anyone else to do so.

8.5 Itec Support will indemnify the Customer against all claims and proceedings arising from

infringement of any third person's Intellectual Property Rights by the provision of the Service to the

Customer. This indemnity does not apply to claims or proceedings arising from:

(a) the use of the Service in conjunction with any equipment, software or any other service not

supplied by Itec Support; or

(b) any modification which was not made by Itec Support or with Itec Support’s prior written

consent; or

(d) the use of the Service other than in accordance with the terms of the Contract; or

(e) breach by the Customer of clause 3.8 (d) or 8.3.

8.6 As a condition of this indemnity in clause 8.5 the Customer must:-

(a) notify Itec Support promptly in writing of any allegation of infringement;

(b) make no admission relating to the infringement;

give Itec Support all reasonable assistance in doing so (Itec Support will pay the Customer’s

reasonable expenses for such assistance); and

(d) allow Itec Support to modify the Service as set out in clause 8.7.

8.7 If the Service becomes, or Itec Support believes it is likely to become, the subject of a claim of

infringement of any Intellectual Property Rights Itec Support, at its option and expense, may secure

for the Customer a right of continued use or modify or replace the Service so that it is no longer

infringing, provided that the modification or replacement does not materially affect the

performance of the Service. If the indemnity in clause 8.5 applies and none of the remedies in this

clause is available to Itec Support on reasonable terms, Itec Support may notify the Customer and

terminate the Service without liability to the Customer.

Confidentiality

8.8 Except to the extent any disclosure is required by law Itec Support and the Customer will keep in

confidence any information, whether written or oral, of a confidential nature obtained under or in

connection with the Contract. The Customer and Itec Support will not, without the consent of the

other, disclose such information to any person other than:

(a) their Group Company employees or professional advisers who need the information in order for

the Customer or Itec Support to fulfil its obligations under the Contract; or

(b) in the case of the Customer, its Users to the extent that they are required to use or access the

Service; or

information in order for Itec Support to fulfil its obligations under the Contract.

8.9 Information will not be treated as confidential if it is:

(a) in the public domain other than in breach of the Contract; or

(b) lawfully in the possession of the Customer or Itec Support before disclosure has taken place; or

(d) replicated independently by someone without access or knowledge of the Information.

8.10 Where the Freedom of Information Act 2000 applies to the Customer and the Customer

receives a request under the Act that includes any information held by the Customer that was

provided by Itec Support in connection with the Contract the Customer will:-

(a) notify Itec Support immediately of the request; and

(b) give Itec Support at least five Working Days to make representations.

9. GENERAL TERMS

Matters Beyond Reasonable Control

9.1 (a) If the Customer or Itec Support is unable to perform, or is delayed in performing, any

obligation under the Contract because of something beyond its reasonable control including act of

God, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial

disputes or acts or omissions of local or central government or other competent authorities, or

beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or

delay in performing.

(b) Itec Support will not be liable for failure to or delay in supplying the Service if:

(i) another supplier delays or refuses the supply of an electronic communications service to Itec

Support and no alternative service is available at reasonable cost; or

(ii) legal or regulatory restrictions are imposed that prevent Itec Support from supplying the Service.

Customer or Itec Support may terminate the Contract in whole or part by written notice to the

other.

Escalation and Dispute Resolution

9.2 (a) Itec Support will try to work through any dispute that the Customer may have with Itec

Support. If this does not resolve the dispute then the Customer may refer the matter to the relevant

dispute resolution service as follows:

(i) where appropriate, in accordance with the details set out in Itec Support’s Code of Practice for

Consumers and Small Businesses; and

(ii) otherwise, as set out in clause 9.2(b) below.

(b) Any dispute must be raised in writing with the Customer’s or Itec Support’s representative as

appropriate giving all relevant details including the nature and extent of the dispute. The Customer

and Itec Support will use reasonable endeavours to resolve any dispute as follows:

(i) a dispute which has not been resolved by the Customer's or Itec Support’s representative within

14 days of being raised may be referred by the Customer or Itec Support to the first level by written

notice to the other; and

(ii) if the dispute is not resolved at the first level within 14 days of referral, the Customer or Itec

Support may refer the dispute to the second level by written notice to the other. The Customer’s

and Itec Support’s representatives at the first and second levels are as notified by the Customer and

Itec Support to the other from time to time.

then, if the Customer and Itec Support agree, the dispute will be settled by mediation in accordance

with the procedures specified by the Dispute Resolution Service – Chartered Institute of Arbitrators

(“DRS-CiArb”). If the dispute is referred to a mediator:-

(i) the mediator will be appointed by agreement of the Customer and Itec Support. If the Customer

and Itec Support fail to agree within seven days of a proposal by one party, the mediator will be

appointed by DRS-CiArb; and

(ii) all negotiations on the dispute and any agreement reached will be kept confidential.

(d) Nothing in this clause 9.2 shall prevent the Customer or Itec Support from exercising any rights

and remedies that may be available in respect of any breach of the provisions of the Contract.

Transfer of Rights and Obligations

9.3 The Customer and Itec Support may not transfer any of their rights or obligations under the

Contract without the written consent of the other, except that:

(a) the Customer may transfer its rights or obligations or both to a Group Company with the written

consent of Itec Support, such consent not to be unreasonably withheld or delayed; and

(b) Itec Support may transfer its rights or obligations or both to a Group Company without consent

provided that it notifies the Customer that it has done so.

Severability

9.4 If any term of the Contract is held invalid, illegal or unenforceable by any court of competent

jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract

had been made without the invalid, illegal or unenforceable terms.

Survival

9.5 Clauses 4.13, 8.8, 8.9 and 8.10 will survive the termination or expiry of this Contract for two

years.

Entire Agreement

9.6 (a) The Contract contains the entire agreement between the Customer and Itec Support and

replaces all previous written or oral agreements relating to its content.

(b) The Customer and Itec Support agree that:

(i) they have not been induced to enter into the Contract by, nor have they relied on, any statement,

representation, warranty or other assurance not expressly incorporated; and

(ii) in connection with the Contract their only rights and remedies in relation to any statement,

representation, warranty or other assurance are for breach of the Contract and that all other rights

and remedies are excluded.

Itec Support for any fraudulent misrepresentation.

Waiver

9.7 A failure or delay by the Customer or Itec Support to exercise any right or act upon a breach

under the Contract will not be a waiver of that right or breach. If the Customer or Itec Support

waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

Rights of Third Parties

9.8 A person who is not the Customer or Itec Support (including an employee, the officer, agent,

representative or subcontractor of the Customer or Itec Support) has no right under Contracts

(Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right

or remedy that exists or is available apart from that Act.

Notices

9.9 Notices given under the Contract must be in writing and delivered to the following addresses

unless otherwise stated in the Contract:

(a) to Itec Support at the address shown on the bill or any address which Itec Support provides to the

Customer for this purpose; or

(b) to the Customer at any one or more of the following: the address to which the Customer asks Itec

Support to send bills or the address of the Site or the Customer’s primary email address or if the

Customer is a limited company, its registered office. This clause does not apply to notices given

under clauses 1.1, 4.2 and 5.1.

9.10 The Customer must inform Itec Support immediately if there is any change to any of the contact

information the Customer provided to Itec Support.

Law and Jurisdiction

9.11 The Contract is governed by the law of England and Wales and is subject to the non-exclusive

jurisdiction of the English courts.

Data Protection

9.12 The Customer and Itec Support will comply with their respective obligations under the Data

Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data

processed in connection with the Contract. The Customer and Itec Support will provide such help

and co-operation as is reasonably necessary or requested by the other to enable compliance with

this clause.

Customer’s Instructions

9.13 Itec Support may take instructions from a person whom it thinks, with good reason, is acting

with the Customer’s permission.

10. DEFINITIONS

10.1 In the Contract the following terms have the meanings shown next to them:

Itec Support Ltd 3 Fountain street nailsworth GL6 0BL

Itec Support Equipment any equipment, including any Software, owned or controlled by Itec Support

and placed on the Site to provide the Service.

Conditions these Conditions for Itec Support Business Service.

Content applications, data, information, video, graphics, sound, music, photographs, software or any

other material.

Contract this agreement between Itec Support and the Customer comprising the following

documents and, unless otherwise stated in the Service Schedule, in the following order of

precedence: the order/registration form; the Service Schedule; the Conditions; the Customer

Requirements Form (if any); and any other documents expressly incorporated by any of these

documents or by agreement between the Customer and Itec Support.

Customer the person with whom Itec Support contracts to provide the Service (or, where applicable,

a Itec Support pricing package).

Customer Equipment any equipment, including any software, for use with the Service that is not part

of Itec Support’s network and which is owned or controlled by the Customer.

Customer Requirements Form the Itec Support form that sets out the requirements for the Service

agreed between the Customer and Itec Support.

Intellectual Property Rights any patent, petty patent, registered design, copyright, design right,

database right, rights in designs, invention, semiconductor topography right, know-how, or any

similar right exercisable in any part of the world and including any applications for the registration of

any patents or designs.

Minimum Period the intended minimum period over which the Service will be provided as stated in

the Service Schedule, or the order/registration form, and measured from the Service Start Date.

Service the service or part of the service specified in the Service Schedule.

Service Level the standard of Service set out in the Service Schedule.

Service Schedule the schedule to these Conditions that describes the Service to be provided by Itec

Support or where applicable the terms of a Itec Support pricing package.

Service Start Date the date on which the Service is first made available to the Customer unless

otherwise stated in the Service Schedule. This may sometimes also be referred to as the Operational

Service Date.

Site the place(s) at which Itec Support provides Service.

Software any software and associated written and electronic documentation and data provided by

Itec Support under the Contract.

User anyone who is permitted by the Customer to use or access the Service.

User Security Details any IDs, user names, personal identification numbers and passwords.

Working Day any day between Monday and Friday, excluding bank and public holidays.