These Standard Terms (‘the Terms’) relate to the Services defined in Appendices:
- A – Service Desk
- B – Equipment Support
- C – Network and Application Support
- D – Managed Service Visits
(‘the Services’) provided by Charles Street Solutions Limited (`CSS') in respect of the Client Equipment consisting of:-
- Software including Operating Systems, Application Software and CSS Software;
- Hardware including PCs and Servers;
- Systems including Networks operated by the Client.
- These Terms are effective from the date of the first invoice from CSS to the Client for the Services (‘the Effective Date’).Payment or part payment by the Client for these Services denotes full acceptance of these Terms at all times.
- Should CSS decide to vary these Terms from time to time, CSS will send a revised version to the Client. Should major changes be involved, CSS will consult with the Client.
- The Services have been explained to the Client in detail by way of correspondence, phone or during meetings with representatives of CSS.
- CSS’s Services are based on a partnering spirit; partnering is a managerial approach used by two organisations to specific business objectives by maximising the effectiveness of each party’s resources. The approach is based on trust and understanding with common objectives, an agreed method of problem resolution and an active search for continuous measurable improvements. It is a relationship in which the parties identify opportunities for efficiency, economy, reduced duplications and innovation resulting in mutual advantage. Underlying the approach is an openness between the parties and a commitment to a long-term relationship, which in turn, provides continuous improvements in performance, stability and certainty. CSS will act wherever possible as an extension of the Client’s IT Department.
- The Services are to be provided during office hours which are from 9:00 to 18:00 weekdays excluding Bank Holidays (‘Office Hours’). CSS will provide any other services that may be required or requested by the Client outside Office Hours on a pre-arranged basis; such additional services to be charged at CSS’s standard scale of charges in force at the time.
- The provision of the Services shall commence on the Effective Date and continue without time limitation until terminated by either party in writing by registered post giving a minimum of twelve months’ notice to the other party at any time after the end of the initial period.
- The Client agrees that reasonable disbursements expensed by CSS during the course of the Services will be reimbursed by the Client to CSS, such costs to include couriers and remote access communications but not limited to such.
- The Client understands and agrees that the charges relating to on-going Services may vary from time to time in-line with current charges as a result of an increase or decrease in the total number of users (Service Desk), in the Equipment under support (Equipment Support, Network and Application Support), in the number of on-site visits carried out (Managed Service).
- CSS shall be entitled to review the charges annually. CSS shall justify any increases; such increases to be fair and reasonable.
- The Client will nominate one of its personnel to act as a day-to-day liaison contact to enable the Services to be provided effectively.
- The Client will provide reasonable access to the premises where the Equipment is situated and to relevant personnel for the purpose of CSS performing the Services.
- The Client agrees not to approach an employee, servant, agent or sub-contractor of CSS with a view to direct employment or engagement, whether permanent or temporary with the Client or with any other related individual or entity without written approval from CSS. The engagement or referral by the Client of an employee, servant, agent or sub-contractor of CSS whether on a permanent or temporary basis or the introduction of an employee, servant, agent or sub-contractor of CSS to other employees with a resulting engagement renders the Client subject to the payment of an introductory fee. Such fee to be calculated at 25% of the gross annual emoluments payable by the Client or any other related individual or entity to the engaged employee, servant, agent or sub-contractor of CSS or 25% of the employee current salary with CSS whichever is the highest. Such clause to remain in force for a period of 12 months from the termination of the Services.
- CSS shall perform the Services with all due skill, care and diligence, in a timely and professional manner including but not limited to good industry practice and in accordance with its own established internal procedures.
- The Services shall be performed in such a way as to minimise any business disruption or interruption at all times; such disruption or interruption is however sometimes unavoidable depending on the nature of the issue and wherever possible in such cases, CSS will notify the Client in advance of such possible disruption or interruption and offer options to further minimise its effects.
- Both the Client and CSS agree to keep all subject matters related to these Terms confidential. CSS undertakes to keep all Client information and data accessed confidential, be it verbal, by correspondence, at the Client’s premises or through remote access. Remote access will in any event only be for the purpose of providing the Services and with the Client’s permission.
- Whilst every effort is made by CSS to give satisfaction to the Client by insisting upon reasonable standards of skills, integrity and reliability, CSS will not be liable for any loss, expense, damage, claim or delay for all or part of the period of these Terms without a reasonable opportunity to correct such breach.
- Neither party shall be liable for failure nor delay in performing its obligations due to acts of God, strikes, civil commotion, war, fire, explosions, sabotage, acts of terrorism, storm, flood or earthquake or any other major unforeseen event. This will also include any failure or delay on the part of CSS due to any of its suppliers and/or appointed sub-contractors making a claim for Force Majeure against CSS.
Initial assessment of a fault call within 1 working hour.
|1||Critical Issues (System down or key element inoperative)||8 hours|
|2||Urgent Issues (Key element inoperative causing disruption to a major business function which cannot be temporarily resolved by a workaround)||16 hours|
|3||Non-Urgent Issues (Some functionality lost resulting in inconvenience or reduced efficiency but a temporary workaround is available)||40 hours|
Appendix A - Service Desk
- CSS shall:-
- 1.1. Provide a comprehensive Service Desk service where the Client can report their faults and queries. The Service Desk service includes the management of such faults and queries, first and second level support by qualified technicians, and remote access facilities for diagnostics and problem resolution.
- 1.2. Respond to reported calls based on the Service Level and the call priority allocated by CSS staff.
- 1.3. At all times during Office Hours use its reasonable endeavours to correct such faults in the shortest possible time and promptly answer queries.
- 1.4. Maintain accurate records of all calls placed through the Service Desk by the Client and any relevant subsequent communication.
- 1.5. Keep the Client updated on the status and progress of calls whenever appropriate.
- 1.6. Inform the Client promptly as soon as an error has been corrected.
- 1.7. Provide various statistical information for management consideration.
- The Client shall:-
- 2.1. Promptly report any fault which may occur to CSS within one day of it first becoming known to the Client.
- 2.2. Ensure that a suitable communication link is available and configured for this purpose. The cost of the connection will be the Client’s responsibility.
- 2.3. Promptly allow CSS personnel access to the system by the provision of a valid user account and password upon notification of a suspected error.
Appendix B - Equipment Support
- CSS shall:
- 1.1. Upon receipt of notification by the Service Desk that any piece of Equipment under maintenance developed a fault, use its reasonable endeavours to correct, repair and return to activity such faulty Equipment.
- 1.2. In the event that any reported fault cannot reasonably be corrected by the Service Desk and its technicians, CSS shall arrange for the Equipment to be sent to CSS’s workshop for repair or for a technician to attend the Client’s premises to complete work to final resolution; such decisions to be at the discretion of CSS and dependent on the Service Level.
- 1.3. In the event that the fault is persistent or taking longer than anticipated to fix, consider the arrangement of loan Equipment to be sent to the Client and installed, but in any event entirely at the discretion of CSS, whilst the Client Equipment is being repaired. Such loan Equipment to remain the property of CSS at all times.
- 1.4. In respect of ancillary equipment of a modular type (e.g. screens, keyboards, mice, etc.) where a continuous fault is reported, CSS will swap out the offending item by courier despatch the same/next day.
- 1.5. Inform the Client, should a piece of Equipment maintained become worn beyond repair or the manufacturer be unable to supply parts or technical information or fixes; in such eventuality CSS reserves the right to withdraw the Services on the piece of Equipment affected unless the Client initiates replacement or refurbishment or upgrade as per CSS’s recommendation.
- The Client shall:-
- 2.1. Provide an up-to-date schedule of Equipment to be supported and review it at least once a year or as maybe requested from time to time by CSS.
- 2.2. Use its reasonable endeavours at all times to maintain the Equipment in good working order, use it in a proper and prudent manner and allow only competent, trained and authorised individuals to operate it.
- 2.3. CSS shall not be liable for any indirect or consequential loss or damage suffered by the Client resulting from any malfunction or unserviceability of any piece of Equipment.
- 2.4 Be liable for any fault correction charges or time spent by CSS outside the normal use and operation of the Equipment as a result of misuse; typically this situation could be caused by:-
- 2.4.1. Unserviceable or ancillary or associated Equipment not covered by these Terms or by failure or fluctuation of electric power, air conditioning, humidity control or other environmental conditions.
- 2.4.2. The Client reporting the software unreasonably as faulty and proves not to be so.
- 2.4.3. The Client reporting a fault caused by unreasonable operator error or mistreatment of the media on which software is supplied.
- 2.4.4. The Client not following CSS's recommendations or training procedures on the keeping of adequate backup copies resulting in such backup copies proving insufficient to recreate current data.
- 2.4.5. The Client altering or modifying the Equipment; the change not having been notified to or agreed by CSS in writing.
- 2.4.6. The Client not reporting any fault which may occur to CSS within one day of it first becoming known to the Client, thereby compounding a problem to be rectified.
- 2.4.7. Virus corruption or security attack by hackers.
- 2.5. Be liable for the provision of all operating consumables such as ribbons, discs, fuser units, drum kits, laser cartridges, print heads, batteries, etc. and shall meet the cost of rectifying damage to the Equipment (including component spares) caused other than by fair wear and tear in proper use.
- 2.6. Be prepared to accept by agreement on recommendation from CSS that a fault for correction can be dealt with on a more lenient timescale where it does not effect or inconvenience to the greater extent the overall day to day operation of the Client services.
- 2.7. Ensure that appropriate backups are regularly taken and verified.
- 2.8. Ensure that all original licences and media are kept secure.
Appendix C - Network and Application Support
- CSS shall:-
- 1.1 Upon receipt of notification by the Service Desk that any supported part of the network and/or applications has developed a fault, use its reasonable endeavours during Office Hours to correct such faults.
- 1.2. Provide support on core server applications maintained including operating, network, backup, internet, e-mail, web software.
- 1.3. Organise the installation of relevant patches and service packs for the operating system and core application software as is appropriate.
- 1.4. Put in place a mechanism or procedures for the implementation of regular updates as in the case of antivirus, forms packages and any other application supported requiring regular updating.
- 1.5. Provide remote services and checks on supported desktop operating software and core applications used by the Client including MS Office but not limited to such as may be agreed.
- 1.6. In the event that any fault on the maintained network and application environment cannot reasonably be corrected by the Service Desk and its technicians, CSS shall arrange for the piece of Equipment affected to be sent to CSS’s workshop for reconfiguration or for a technician to attend the Client’s premises during Office Hours to complete work to final resolution. Such decisions to be at the discretion of CSS and dependent on the Service Level.
- The Client shall:-
- 2.1. Use its reasonable endeavours to keep and operate the network, the applications and the Equipment on which they run in a proper and prudent manner and allow only competent, trained and authorised individuals to operate it.
- 2.2. Be liable for any fault correction charges or time spent by CSS outside the normal use and operation of the network, the applications and the Equipment on which they run as a result of misuse outside the scope of the Services; typically this situation could be caused by:-
- 2.2.1. In respect of the maintained network and/or applications as a result of failing Equipment due to a failure or fluctuation of electric power, air conditioning, humidity control or other environmental conditions.
- 2.2.2. Reporting the software unreasonably as faulty and proves not to be so.
- 2.2.3. Reporting a fault caused by unreasonable operator error or mistreatment of the media on which the software is supplied.
- 2.2.4. Not following CSS's recommendations or training procedures on the keeping of adequate backup copies resulting in such backup copies proving insufficient to recreate current data.
- 2.2.5. Alter or modify any supported part of the network and/or application software and the change not having been notified to or agreed by CSS in writing.
- 2.2.6. Not reporting any fault which may occur to CSS within one day of it first becoming known to the Client, thereby compounding a problem to be rectified.
- 2.2.7. Virus corruption or security attack by hackers.
- 2.3. Be prepared to accept by agreement on recommendation from CSS that a fault for correction can be dealt with on a more lenient timescale where it does not effect or inconvenience to the greater extent the overall day-to-day operations of the Client.
- 2.4. Ensure that appropriate backups are regularly taken and verified.
- 2.5. Ensure that all original licences and media are kept secure.
Appendix D - Managed Service Visits
Subject to the Managed Service allocation of time and resources agreed permitting, CSS shall:-
- 1.1. Perform on dates and frequency agreed by both parties, regular on-site service and management visits; the objectives of such visits are to be discussed and agreed between the parties. Managed Service visits are designed to provide a totally tailored service to suit the Client’s requirements.
- 1.2. Provide pro-active administration as part of an ongoing active management programme on supported elements including core server maintenance, backup health checks, space availability checks, Equipment tests, networking components, firewalls, routers and switches checks but not limited to such that run on the Client’s network. Some of those tasks may be carried out outside normal Office Hours.
- 1.3. Provide and install remedial and preventative updates, patches and service packs to operating systems and core applications on desktop Equipment used by the Client.
- 1.4. Provide and install remedial and preventative updates, patches and service packs to core Server applications including operating, network, internet and e-mail applications.
- 1.5. Generally distribute new versions of software as and when required.
- 1.6. Progress any faults reported prior to the visit o on the day by the Client and any fault discovered by CSS’s technicians as part of the ongoing active management programme.
- 1.7. Help with any IT related user operation.
- 1.8. Advise and make recommendations on IT solutions, and prepare from time to time an outline IT Strategy for the Client.
- 1.9. Perform specifically agreed project tasks.