1. Definitions and Interpretations
In these terms and conditions:
“Agreement” means these terms and conditions together with the Sales Contract.
“Block Hour” means the arrangement whereby the Customer purchase a designated tranche of Support time in advance of Support provision by CCIT, as detailed on the Sales Contract.
“Charges” means the charges for the Services as set out in the Sales Contract.
“the Customer” and “You / Your“ means the company, firm, person, persons, corporation or public authority using any if CCIT’s services and includes their successors or personal representatives.
“Customer’s Equipment” means any equipment including pc’s, laptop computers, projectors, screens, cabling, facilities or tools owned or leased by the Customer and located in the Premises.
“Commencement Date” where applicable means the date set out in the Order of Confirmation when Support Services will be available to the Customer.
“Deliverable” means any item identified in the Sales Contract as a Deliverable to be supplied by CCIT
“CCIT” and “We / Us / Our” means Cloud Cover IT Limited, a company incorporated in Scotland (Company Number SC421512) and with its registered office at 29 Brandon Street, Hamilton, South Lanarkshire, ML3 6DA.
“Equipment” means any equipment, machinery, parts, spares or other hardware, as identified in the Sales Contract.
“Initial Term” means a period commencing on the Commencement Date and continuing for the period set out in the Sales Contract.
“Intellectual Property” means any patent, invention, copyright, database, right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the world, and applications for any of the foregoing, together with the goodwill thereon.
“Instruction” means the order from the Customer for the Services.
“Maintained Products” means hardware, software or peripheral products in respect of which support is provided by CCIT.
“On-Site Support” means support and maintenance services at the Customer’s premises, as detailed in the Sales Contract (where applicable).
“the Sales Contract” means the written confirmation of the Customer’s which is emailed or sent to the Customer by CCIT which sets out the Services to be carried out, Charges and such specific contractual terms as may be appropriate.
“the Premises” means the Customer’s premises where the Services are being provided.
“Services” means the work undertaken or service provided by CCIT as set out in the Sales Contract.
“Support” means provision by CCIT of one of more of the Services detailed in the Support Service Schedule as confirmed in the Sales Contract (where applicable).
“Support Service Schedule” means the CCIT document detailing the Support services available together with the service arrangements.
“Term” means the Initial Term with any successive period agreed between the parties.
“Working Day” means Monday to Friday and excludes public holidays.
“Writing” includes any paper document, any fax or email correspondence.
2.1 Unless otherwise stated in writing, all orders are accepted subject to these terms and conditions as stated herein and the Customer by authorising or allowing work to proceed is deemed to have acknowledged this fact.
2.2 These terms and conditions should be read together with the Sales Contract. No order shall subsist between the Customer and CCIT unless it has been confirmed by a Sales Contract. If there is any conflict between the Sales Contract and these terms and conditions, the provisions of the Sales Contract shall prevail.
2.3 No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of CCIT and the Customer
2.4 CCIT’s employees, agents or sub-contractors are not authorised to make any representations concerning the Instruction or any other aspect of this Agreement unless such authority is confirmed by CCIT in advance writing. In entering into the Agreement the Customer acknowledges that is does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
2.5 CCIT shall not unreasonably refuse to provide any additional services requested by the Customer, subject to agreement between the parties as to the applicable terms and conditions, including charges.
Where Support Services are being provided by CCIT, this Agreement shall commence on the Commencement Date and shall remain in force for the Initial Term set out in the Sales Contract. Following the Initial Term the Agreement may continue for successive terms as mutually agreed.
4. Customer Obligations
4.1 The Customer shall co-operate with CCIT in all matters relating to the provision of the Services and, without prejudice to the foregoing generality, shall ensure that CCIT is provided in good time with all information, decisions and / or approvals which CCIT requires for the provision of the Services and shall provide any additional assistance which CCIT may reasonably request.
4.2 Where Services are to be provided at the Customer’s premises, the Customer shall: -
4.2.1 provide for CCIT and its officers, employees, agents and sub-contractors in a timely manner and at no charge, access to the premises and other facilities, systems, data and material as may be reasonably requested by CCIT;
4.2.2 be responsible at its own cost for preparing and maintaining the premises for the provision of the Service; and
4.2.3 inform CCIT of all health and safety rules and regulations and any other reasonable security requirements that may apply at any such premises.
4.3 CCIT must be kept informed of any upgrades or third parties updating systems or software that may affect the Services provided.
4.4 If CCIT’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or any of its officers, employees, agents or sub-contractors CCIT shall not be liable for costs, charges, losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.1 CCIT will provide support of the Maintained Equipment either remotely or at the Premises, in accordance with the Support Service Schedule and as identified in the Sales Contract.
5.2 Support does not cover consumables or items guaranteed by Manufacturer.
6. Orders and Delivery
6.1 The customer shall state on placing an order for Equipment whether he requires CCIT to arrange carriage and if so the delivery address. If the Customer so requests CCIT shall be entitled to make any contract of carriage and / or insurance on behalf of the Customer as CCIT considers necessary and will be under no obligation to notify the Customer thereof. The Customer will be responsible for complying with all conditions and requirements of the carriers. Unless otherwise agreed by CCIT delivery of the Equipment will be ex-worked.
6.2 All times and dates given for the delivery of Equipment are in good faith and shall not be the essence of in this Agreement.
6.3 CCIT shall give the Customer notice when the Equipment is ready for delivery. If the Customer refuses or fails to arrange collection or take delivery (as the case may be) of Equipment ordered within seven days of the notice then a) the Customer will bear the risk of any loss or damage to the Equipment after the expiry of that time (b) CCIT shall be entitled to immediate payment in full for the Equipment which is the subject of the order and (c) the Customer shall in addition to the invoice pay all costs of storage and any additional costs incurred as a result of such refusal or failure. CCIT shall not be liable to the Customer for any loss or damage to the Equipment caused by their storage.
6.4 CCIT may make and the Customer shall accept partial deliveries of the Equipment ordered. Any failure by CCIT to make any one or more deliveries in accordance with the Agreement or any claim by the Customer in respect of any one or more deliveries shall not be entitle the Customer to treat the Agreement as a whole as repudiated.
7.1 The Customer will accept the Equipment even if it is delivered late and late delivery will not entitle the Customer to terminate the Agreement.
7.2 The Customer shall inspect the Equipment as soon after delivery as it is reasonably practicable and will notify CCIT in writing of any shortage of supply deficiency of damage to the Equipment within five days of delivery. If the Customer fails to comply with this clause CCIT shall be under no legal obligation in respect of any alleged shortage discrepancy or damage.
From time to time the Equipment leaves CCIT premises whether this be by way of collection by the Customer or receipt by carriers (as the case may be) the risk in the Equipment shall pass to the Customer who shall be solely responsible for the custody and maintenance thereof.
9. Service Provider’s Duties
9.1 CCIT shall exercise reasonable skill, care and diligence in the performance of the Services, in accordance with the standards of a qualified and competent contractor experienced in carrying out work of a similar scope and complexity to the Services.
9.2 CCIT shall use reasonable endeavours to provide the Services in accordance in all material respects with the Customer’s Instruction and the Sales Contract (where applicable). Any time or times for the provision of the Services shall be an estimate only and time shall not be of the essence of the Agreement.
9.3 CCIT shall use all reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Premises and that have been communicated to it. CCIT shall not be liable under the Agreement if as a result of such observation it is in breach of any of its obligations under the Agreement.
9.4 In order to comply with its duty of care and any statutory duties, CCIT reserves the right to at any time notify the relevant authority of any serious breach of any health and safety or protection legislation, regulation, order, rule or other legal requirement which CCIT discovers in connection with the provision of the Services.
10. Specification and Performance.
10.1 All drawings specification and technical documents issued by CCIT at any time in relation to the Contract are issued solely for the Customers use in connection with the Equipment and shall not be copied reproduced or communicated to any third party without CCIT’s express written agreement.
10.2 CCIT reserves the right to alter or depart from any specification or design of any Equipment sold provided that such alteration or departure shall not to a material extent adversely affect the performance of the Equipment or the quality of the workmanship or the materials used.
11.1 We shall make good, by repair or at our election by the supply of a replacement, defects which, under proper use, appear in Equipment within a period of 12 calendar months after the Equipment has been delivered and which arise solely from faulty design, materials or workmanship.
11.2 We shall be under no liability in respect of any defects which arise due to fair wear and tear, negligence of the Customer, abnormal working conditions, failure to follow our or where appropriate the manufacturer’s instructions (whether oral or in writing), misuse or alternation or repair of the Equipment without our approval.
11.3 Any defect in or failure of the Equipment must be notified to CCIT in writing as soon as practicable and in any event no later than five days after discovery.
11.4 Before returning the Equipment or any part thereof the Customer must obtain a return authorisation number from CCIT and details of CCIT’s returns procedures which must be fully complied with.
11.5 The Equipment or part to be returned must be delivered to CCIT’s premises in its original packaging together with supporting documentation showing the full description of the alleged fault and quoting the relevant returns number. In the event that the Customer fails to comply with this requirement then CCIT will be entitled to charge a 15% handling fee upon authorised return of the Equipment.
11.6 All delivery charges for carriage to and from CCIT premises must be paid for by the Customer.
11.7 Where parts only are returned CCIT shall not be responsible for installing any such part after repair or exchange.
11.8 CCIT may elect to carry out any repairs at the premises of the Customer and if so electing then the Customer shall provide CCIT’s employees or agents with free access to the place of installation and free access to any services or facilities that may be required to repair the Equipment
11.9 If it so elects CCIT may require the Customer to return the Equipment or part direct to the manufacturer for repair or exchange in which case such repair or exchange on the part of the manufacturer shall satisfy CCIT’s obligations under this clause 9.
11.10 The foregoing warranty shall only apply to replacement Equipment or parts thereof supplied by CCIT under this warranty for the balance of the warranty period applicable to the Equipment sold.
11.11 CCIT gives no undertaking that the Equipment is fit for any particular purpose and the Customer, having greater knowledge of his own requirements, relies entirely on his own skill and judgement in evaluating the suitability of the Equipment for his purpose
11.12 Subject to all foregoing all conditions, terms and representations, express or implied by statute, common law, custom or usage in relation to the Equipment are hereby excluded and CCIT shall be under no liability to the Customer for any loss, damage or injury direct or indirect resulting from defective material faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of CCIT, its employees or agents.
11.13 Without prejudice to the generality of Clause 11.12 hereof, we shall be under no liability in respect of any defects or damage arising out of the circumstances beyond our control, including (without limitation) any damages caused by computer viruses.
CCIT shall be under no obligation to accept the return of any Equipment other than provided in Clause 11. If, notwithstanding CCIT shall in any particular case agree return of Equipment which is not defective then it shall only do so in terms of (a) the Customer shall pay a sum in respect of costs so incurred by CCIT equal to twenty-five per cent of the full invoice price subject to a minimum charge of £30 (b) the Customer shall obtain a returns authorisation number from CCIT and comply with the CCIT’s returns procedure (c) the Equipment must be delivered to CCIT in its original packaging.
13. Telecommunications Equipment
13.1 When the Equipment supplied by CCIT is to be used in conjunction with British Telecom lines or apparatus then the following additional conditions shall apply:
13.1.1 British Telecom shall have the right to require modifications to be carried out to the Equipment which is already installed and in use. Any modifications required will be carried out at the Customer’s expense; and
13.1.2 in no event shall CCIT be liable for damages, loss or injury to British Telecom equipment or personnel in connection with or arising out of the Customer’s act or neglect.
14. Charge and Payment
14.1 Except for Support under Block Hour arrangements, Payment of the Charges for the Equipment or Services is due immediately on delivery of Equipment or on completion of work, either by Direct Debit, cheque or by cash. Credit accounts can be opened in line with our normal credit terms and are subject to credit vetting procedures. Details are available on request.
14.2 If credit terms have been agreed in writing by CCIT payment shall be made in full without any deduction or set off within 30 days from invoice date for the Equipment supply and 14 days from invoice date for Support Services / Block hour support unless otherwise agreed in writing by CCIT.
14.3 All prices and fees are exclusive of Value Added Tax which shall be added to any invoice payable under this Agreement at the rate applicable under the relevant regulations.
14.4 Unless otherwise specified prices payable for the Equipment are exclusive of carriage and are subject to CCIT’s right to require payment of delivery charges, insurance costs, customs duties, special handling charges and / or packaging charges as appropriate.
14.5 Unless otherwise agreed in writing CCIT shall increase service specific agreements (block hour support, managed services & ad-hoc charges) in line with the published Retail Price Index (RPI) rate. CCIT shall also have the right at any time to revise prices to take into account increases in costs including (without limitation) costs of agreed changes in any taxes, duties, levies, or exchange rates or costs arising as a result of site conditions, delays, interruptions, lack of information and any other factor beyond CCIT’s control.
14.6 Time of payment shall be of the essence in the Agreement. If the Customer fails to make payment within the period specified in Clauses 14.1 or 14.2 (as applicable) then, without prejudice to any other right or remedy available to us, we shall be entitled to: -
14.6.1 suspend performance of the Services; and / or
14.6.2 cancel the Agreement; and / or
14.6.3 charge you interest on the amount unpaid, at 4 per cent per annum above the base rate from time to time of the Royal Bank of Scotland plc, calculated on a daily basis, until payment is made;
14.7 The Customer shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due;
14.8 If the Customer’s cheque is returned by the bank as unpaid for any reason, the Customer shall be liable for a “returned cheque” charge of £25.
15. Retention of Title (Lien)
15.1 Any Equipment supplied shall remain property of CCIT until payment is made in full or all sums due under all contracts and / or agreements between CCIT and the Customer.
15.2 Until title passes to the Customer under Clause 15.1 the following shall apply:
15.2.1 the Customer shall hold the Equipment as bailee for CCIT, store the same in such a way that it can be identified as CCIT’s property and keep it separate from CCIT’s own property and the property of any other person.;
15.2.2 if payment has become due or the provisions of the sub-Clauses 16.1.2, 16.1.3, or 16.1.4 shall apply CCIT shall be entitled to recover the Equipment from the Customer and for that purpose the Customer hereby grants to CCIT, its agents and employees an irrevocable license to enter any premises where the equipment is stored in order to repossess the same;
15.2.3 if in the normal course of business, the Customer shall sell the Equipment then he shall do so as an agent for CCIT and out of the proceeds of such sale shall retain the amount due to CCIT in a separate identified bank account as trustee for CCIT.
15.2.4 in the event that the exercise by CCIT of the rights conferred by the clause result in CCIT repossessing Equipment for which the Customer has paid, CCIT may set off against any sums which become due from them on that basis any sums due from the Customer in respect of other Contracts; and
15.2.5 each of the foregoing sub-clauses of this clause constitutes an entirely independent provision and shall be interpreted separately from the remainder.
16.1 A party (‘the Initiating Party) may terminate this Agreement with immediate effect by written notice to the other party (‘the Breaching Party) on or at any time after the occurrence of one or more of the following events: -
16.1.1 the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;
16.1.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party’s winding up or the presentation of a petition for the Breaching Party’s winding up that is not dismissed within seven days, in each case other than that for the purposes of solvent amalgamation or reconstruction in such a manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party’s obligations under this agreement;
16.1.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party; or
16.1.4 the Breaching Party making an arrangement or composition with is creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.
16.2 Should the Customer be subject to sub-clauses 16.1.2, 16.1.3, 16.1.4, then any equipment held by CCIT for any reason may be retained against monies owed to CCIT.
16.3 On termination of the Agreement for any reason:
16.3.1 the Customer shall immediately pay to CCIT all of CCIT’s outstanding unpaid and uncredited invoices and interest and in respect of Services provided but for which no invoice has been submitted CCIT may submit an invoice which shall be payable immediately on receipt; and
16.3.2 if delivery of the Equipment has been effected the invoice shall immediately become due and payable by the Customer, if delivery had not been so effected then CCIT may as its option terminate the Agreement or cancel or suspend delivery.
16.4 The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
17. No Waiver
Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. Any waiver by a party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
18. Force Majeure
Neither party shall be liable for any breach of these terms caused by matters beyond their reasonable control, including but not limited to, Acts of God, fire, lightening, explosion, war, disorder, flood, industrial dispute (whether or not involving our employees), failures or interruptions of electricity or water supplies, weather of exceptional severity or acts of local or central government or other authorities.
If any provision of this Agreement is found by the court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability, or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
20.1 If the Customer wishes to change any aspects of the Service, it will notify CCIT in writing and CCIT will advise whether it is possible to implement the change and the effects (if any) on performance, cost and any other matters. If the Customer requires the change to be implemented, the parties shall negotiate in good faith the increase or decrease, if any, to the Changes arising directly from the implementation of the change.
20.2 Agreed changes shall be documented by way of a written change or addendum executed by the Parties.
21.1 Satisfaction with the quality of the services provided is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning 0141 280 2882 or emailing us at email@example.com. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you less than a satisfactory service, we undertake to do everything reasonable to address your concerns. Should matters not be resolved to your satisfaction any dispute arise in connection with the Agreement parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
21.2 Should you have a query or concern regarding a specific service which we have provided, then this must be notified to us within 5 days of receipt of you of the service using the above telephone or email contact details, failing which we reserve the right to regard any subsequent service provided by us as a new requirement and to charge you accordingly.
22.1 CCIT and the Customer shall keep confidential all information of the other party, whether designated as confidential or not, obtained under or in connection with the Agreement and shall not divulge the same to any third party without the written consent of the other party. The provisions of this clause shall not apply to any information in the public domain otherwise than the breach of the Agreement; or information obtained from a third party who is free to divulge the same.
22.2 Nothing in the Agreement shall prevent CCIT from commercially exploiting the data processing techniques, ideas and know-how gained during the performance of this Agreement in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential Information or an infringement of CCIT of any Intellectual Property Rights of the Customer.
22.3 CCIT may refer to the Agreement or to the fact that the Customer is CCIT’s Customer with the prior consent of the Customer which shall not be unreasonably held.
23. Intellectual Property
23.1 Unless expressly provided in this Agreement, each party agrees that it neither has not will obtain any rights in or to any of the other party’s Intellectual Property Rights or confidential information.
23.2 In the event that CCIT shall supply any deliverables, items, or other materials in the course of providing the Service all Intellectual Property Rights shall vest in CCIT unless otherwise agreed in writing by the parties prior to the date of supply.
The customer hereby indemnifies and holds harmless CCIT against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by CCIT in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and / or as a result of any third party legal action or threatened action.
25.1 Notwithstanding any other provision in this agreement, CCIT’s liability to the Customer for death and injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited.
25.2 The Customer acknowledges and accepts that he is placing no reliance on any representations made by CCIT as to the fitness, suitability, description, specification or quality of the software supplied by CCIT.
25.3 CCIT’s entire liability to the Customer in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or delictual act or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the value of the Charges invoiced to the Customer in the 6 months preceding any claim.
25.4 CCIT shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer, even if the loss is reasonably foreseeable or CCIT has been advised of the possibility of the Customer incurring it.
25.5 CCIT shall not be liable for any loss or damage sustained or incurred by the Customer or any third party (including, without limitation, any loss of use of the Maintained Products, unless such breakdown or fault is caused by the negligence or wilful misconduct of CCIT, its employees, agents or sub-contractors, or to the extent that such loss or only to the extent not excluded by the Agreement.
25.6 Without prejudice to the foregoing generalities, CCIT will not be held responsible for any losses arising from the supply by the Customer or others of incorrect or incomplete information, or your or others failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us.
26. Privacy and Data Protection
26.1 Both parties shall observe all their obligations under the Data Protection Act 1988 (“The Act”) which arise out of or in connection with this Agreement but not limited to the provision or use of the Service.
26.2 The parties acknowledge that information about individuals which may be derived from the work carried out by CCIT may constitute Personal Data in terms of the Act. In processing such personal data CCIT is a data processor in terms of the Act and such processing is at the behest of and under the direction of the Customer. The Customer hereby acknowledges its obligations as a data controller in terms of the Act and warrants and represents to the CCIT that it has discharged and shall discharge its obligations in terms thereof and the Customer shall hold the CCIT harmless from any claims by any third party relating thereto.
26.3 Subject to sub-clause 26.4, any Personal Data (as defined in the Act) provided by the Customer to CCIT shall at all times remain the Customer’s property and CCIT shall take all reasonable precautions to preserve the integrity of such Personal Data and to prevent any corruption or loss, damage or destruction of such Personal Data.
26.4 It is the Clients responsibility to ensure that all applicable civil liability legislation and personal privacy safeguards are complied with when using software supplied by Cloud Cover IT, both those enshrined in UK and EU law, and those included in any service contracts entered into by the client
26.5 CCIT reserves the right to disclose to the police, the fire authorities, any other relevant authority, our insurance company and any of their representatives details of the Personal Data or records kept by us.
27. Employees and Employment
27.1 The parties agree that during the Term, and for a period of nine (9) months thereafter, neither party shall directly or indirectly solicit for employment of any officers or employees employed then or within the preceding nine (9) months by the other party who is or was involved in the provision or management of the provision of Services without the prior written consent of the party whose staff are to be solicited. In the event that a party employs or hires any of the party’s personnel in breach of this Clause 27, the breaching party shall pay to the injured party upon demand as liquidated damages a sum equal to the annual salary of such personnel at the time of the breach. Notwithstanding CCIT’s consent the parties recognise that employment of the aforementioned CCIT officers or employees may adversely affect CCIT’s ability to perform the Service and the Customer shall not be entitled to any resulting remedies. Nothing in this Clause shall restrict either party from employing any individuals who apply unsolicited in response to general advertising or other general recruitment campaigns.
The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law.
The customer shall not assign, transfer, sub-contract, or in any other manner make over to any third part the benefit and / or burden of this Agreement in whole or in part without the prior written consent of CCIT, which consent shall not be unreasonably withheld or delayed. CCIT may sub-contract, assign, or transfer out obligations or rights to a competent third party or to any associated company whether in whole or part.
All Contracts to which these Terms and Conditions apply shall be governed and construed in accordance with the laws of Scotland. The parties hereby submit to the jurisdiction of the courts of Scotland.
31. Public Domain Software
In the case of software that is available as “freeware”, “shareware” or otherwise supplied from the public domain, such software is supplied to the client on an “as is” basis. Cloud Cover IT makes no warranty as to fit for purpose, performance or as to freedom from embedded malicious software.
32. Security and Data
32.1 It is the Client’s responsibility to ensure that prior to Cloud Cover IT starting work on its computer system or other electronic installation, that all critical data has been backed up, and that appropriate recovery procedures are in place. Cloud Cover IT will not be held responsible for loss of data from any equipment in its care howsoever caused.
32.2 Where you post comments on our website(s), we reserve the right to edit, modify, update, remove, or do whatsoever we like to that posted article/comment/information. By submitting your comment to our website/blog/any part of our online community, you agree that you are happy for this to happen.
33. Service Level Agreement (SLA)
Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
33.1 Service Availability
Coverage parameters specific to the service(s) covered in this Agreement are as follows (unless stated otherwise in Sales Contract document)
Telephone support: 8.30 A.M. to 5:30 P.M. Monday – Friday
Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call, however there will be a backup answer phone service
Email support: 8.30 A.M. to 5:30 P.M. Monday – Friday
Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day
33.2 Service Requests
In support of services outlined in this Agreement, the Service Provider will respond to service related incidents and/or requests submitted by the Customer within the following time frames:
Within 2 hours an initial response will be made
0-4 hours (during business hours) for issues classified as High priority.
Within 24 hours for issues classified as Medium priority.
Within 5 working days for issues classified as Low priority.
Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.
34. Entire Agreement
These terms and conditions together with the Sales Contract set out the entire understanding of the parties with respect to their subject matter and replace any prior agreements or understandings or representations (unless fraudulent), whether written or oral.