Supportwise Terms & Conditions
These Terms and Conditions are for the purchase and sale of IT Support Services by Supportwise IT Services Ltd who are a company registered in England and Wales under company number 12306849. Our registered office is:
Bowman House Business Center
Whitehill Lane
Royal Wootton Bassett
SN4 7DB
Our trading address is:
Bowman House Business Center
Whitehill Lane
Royal Wootton Bassett
SN4 7DB
1. Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Services” means the work we have proposed to undertake, as outlined in Our Proposal/support plan, which We provide to You under the Contract.
“Contract” means the agreement for the purchase and sale of Services, as explained in Clause 2;
“Price” means the price payable for Services;
“We/Us/Our” means Supportwise and includes all employees and agents of Supportwise.
“You/Your/Yours” means the individual or organisation for whom we provide Our Services;
“Writing” includes electronic mail, facsimile transmission and comparable means of communication.
2. The Contract
2.1. Any Proposal/support plan given by Us shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
2.2. These Terms & Conditions and the Proposal provided by Us constitute the entire Contract between You and Us.
2.3. The contract is considered to start when You have confirmed acceptance of Our Proposal and these Terms, and we have positively acknowledged your acceptance and receipt of any advance payment we have requested. They will remain in force for the period specified in the proposal.
2.4. The Parties agree to do everything necessary to ensure that the terms of this Contract take effect.
2.5. These Terms & Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any amendment or modification of this Contract or additional obligation assumed by either Party in connection with this Contract will only be binding if evidenced in writing, signed by each Party or an authorised representative of each Party.
3. Description of Services
3.1. Services specific to this Contract will be outlined in Our Proposal.
3.2. We shall provide to the You the Services; and perform the Services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced supplier of IT Support services seeking in good faith to comply with its contractual obligations.
3.3. We reserve the right to make any changes in the specification of the Services which are required to conform with any safety or other statutory requirements at any time during the term of the Contract.
3.4. We can allow others (either in our place or together with us) to provide the Services without notice to you. If other persons perform the services we will still continue to be responsible for the performance of the Services and our obligations under this contract.
3.5. Any additional services or variations to the services will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties, in writing, before the services commence.
Unsupported Devices
At Supportwise IT Services we take security seriously and therefore are unable to support every Operating System which your business may have. These mainly fall into two categories; incorrectly licensed devices and End of Life (EOL) devices.
The list of unsupported Operating Systems due to End of Life is as follows:
Windows 7
Windows 8.1
Windows Vista
Windows XP
Windows 2000 / 98 / 95
Mac OS 10.14 or Earlier
Android 6 or Earlier
iPhone 7 Plus or Earlier
The following Windows Editions cannot be supported in a business environment:
Windows 10 Home
Windows 11 Home
Windows 10 Home S Mode
Windows 11 Home S Mode
Windows 10 Education
Any device which upon discovery is running an EOL Operating System will not be supported, nor monitored, and the user excluded from Support.
Any device which upon discovery is running a Home Edition of Windows will need to be upgraded to Windows 10/11 Pro or Windows 10/11 Business before we can support the device. This is a requirement by Microsoft for correct use of their operating systems in line with their T&Cs, of which we are subject to audit.
The cost for an upgrade is as follows:
£129 per device for Home to Pro when purchased through Microsoft Store.
£99 per device for Home to Pro when purchased through Supportwise IT Services and Office 365 Business Premium is purchased for 12 months.
4. Managed Services (IT Support)
4.1. We will require Administrator-level access to the System at all times.
4.2. We shall provide telephone, online, and onsite support if necessary, as specified in the support plan.
As part of our services we are required to install certain software on your machine to complete our work.
Supportwise IT Services Ltd. reserves the right to change this software at any time, for any reason, without notification.
As part of our service, we have Service Level Agreements which we adhere to as best as possible.
4.3. Service levels Agreements (SLA’s) are:
4.4. Our standard hours are Monday – Friday 9am – 6pm, excluding public holidays, any support required outside of these hours, or without a prior managed services agreement will incur a charge unless previously agreed. The prevailing rate is £80 + VAT per hour.
4.5. Upon commencement of the Support Service Agreement a System Audit will be performed, We may at Our discretion require the system audit prior to commencement of the Support Service Agreement.
4.6. An inventory will be taken on a monthly basis. Support is not provided for equipment not on the inventory.
4.7. Contracts are on a labour only basis. Any replacement parts or software will be invoiced separately.
4.8. Support does not include system recovery from vandalism, break in, theft, or misuse of the system. In these instances, Services will be charged at the rate prevailing at that time. You will be notified of these charges before support work commences.
4.9. Software recovery will only be attempted to the last secure DATA backup available, or if necessary, to the reloading of the original software PROGRAM master disks. The provision of these back up devices remains Your responsibility.
4.10. We shall not be liable to provide support should You or any other party carry out adjustments or enhancements to Your system without Our prior knowledge and written consent.
4.11. We reserve the right to suspend this agreement in the event of environmental conditions at Your site contribute to equipment or software failure, without refund or liability for any losses of whatsoever nature, suffered by You during the said suspension.
4.12. Support Schedules may require amending from time to time depending upon Your needs and changes to the System. Any such amendments will be recorded and appended to the Agreement.
4.13. Request for support can be made in one of three ways:
4.13.1. Email – support@supportwise.co.uk
4.13.2. Telephone – 0330 113 8949 (office hours)
4.13.3. Ticketing App – up to date link available at https://supportwise.co.uk
4.14. You must inform Us of any Incidents as soon as is practically possible. If there is a delay informing Us of obvious warning signs, then the fault may grow and cause additional impact.
4.15. If You want to query the progress of a ticket, You must be able to state the specific ticket number to enable Us to identify the ticket in question.
4.16. We retain the right to install 3rd party software on Your System to facilitate the remote connection and delivery of Support to You.
4.17. We warrant to You that all 3rd party software installed upon Your System for the purpose stated in Clause 4.16 above will be licensed accordingly Us.
4.18. The ownership of 3rd party software installed upon Your System for the purpose stated in Clause 4.16 above will remain vested Us.
4.19. No guarantees or commitments will be given regarding the length of time required for resolving Incidents.
4.20. We retain the right to decide whether Support will be delivered remotely or on site at all times.
4.21. You accept that whilst We may advise on software licensing matters You will be legally liable for maintaining, acquiring and proving that appropriate licensing agreements for all software in Use on Your IT System exists. Consequently, You will be solely legally liable to pay any fees, fines or other costs associated with software licensing except for software installed by Us as per Clause 4.16.
4.22. You will provide Us or Our representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require carrying out the work. We will not be liable for where Our representative cannot provide support as a result of You failing to provide such facilities or assistance.
4.23. If You choose not to adopt the solution recommended by Us and the issues continue, We retain the right to refuse or limit Support in respect of the item / issue in question. Additionally, We will not be held liable for any data breach / loss of data / problem wherein a recommendation has been made to patch the issue but the You have not allowed Us to take action.
4.24. We retain the right to decide the appropriate course of action for each Incident and will follow the necessary troubleshooting steps in order to diagnose and then rectify the Incident.
5. Price and Payment
5.1. Prices specific to this Contract will be outlined in Our Proposal and/or support plan. Prices on Our Website are indicative only and may be subject to change.
5.2. Our Prices may change at any time, but We will always give You one (1) months’ notice of any changes at which point You may exercise Your right to terminate the contract if You are not happy with the changes. For the purposes of this Clause fixed term contracts will have the same rights to cancel as the monthly rolling contract.
5.3. Additional charges may be applied for travel, accommodation and subsistence depending on the location where the Services are to be provided and the duration of this Contract. All additional charges will be agreed with You in advance.
5.4. You will be invoiced as per the schedule outlined in Our Proposal
5.5. Invoices are payable within five (5) calendar days of the invoice date.
5.6. In the event that this Contract is terminated by You prior to completion of the Services but where the Services have been partially performed, We will be entitled to pro rata payment of the Price to the date of termination provided there has been no breach of contract on Our part.
5.7. The Price as stated in the Contract does not include Value Added Tax (“VAT”). Any VAT required will be charged to You in addition to the Price. Our VAT registration number is GB 341 5501 34. All payments are due in Pounds Sterling.
5.8. We only accept payment by Direct Debit. We will send You a direct debit instruction to complete.
5.9. If payment of the price or any part thereof is not made by the due date, We may:
5.9.1. Cancel the Contract or suspend any further provision of the Services to You with immediate effect. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the Services,
5.9.2. exercise Our statutory right to charge interest at 8% above the Bank of England base rate on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998.
5.9.3. Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to You. We shall be entitled to submit such reminders on a Weekly basis once the fees have become overdue.
5.9.4. Charge You the costs of recovery of any outstanding amount including legal costs and disbursements.
6.Client Responsibility
6.1. You acknowledge that Our ability to provide the Services is dependent upon Your full and prompt co-operation as Well as the accuracy and completeness of any information and data You provide to Us. Accordingly, You shall, in a timely manner, provide Us with access to, and Use of, all information, data and documentation reasonably required by Us for the performance by Us of Our obligations under the Contract.
6.2. You agree to keep and operate the Equipment in a proper and prudent manner and ensure that only competent and authorised persons are allowed to operate it.
6.3. Should You incur a known significant data breach, unknown to Us, You should inform Us in line with the same timelines as the ICO (as Well as reporting to the ICO) (24 hours after the event/discovery) so that immediate action can be taken.
7.Notice of Your Statutory Right to Cancel (Individuals only)
7.1. If You are an Individual (consumer) You have a statutory right to cancel this contract withinfourteen (14) calendar days starting on the day We accepted Your order.
7.2. You should send Your cancellation notice to Us in writing via post or email.
7.3. Notice of cancellation is deemed to be served as soon as it is posted/sent.
7.4. If You accept a written quotation and agree that Services may commence before the fourteen (14) calendar day cancellation period expires, then subsequently cancel in accordance with Your rights, You are advised that reasonable payment may be due for any Services carried out.
8.Break Clauses
8.1. For Our 12-month fixed term contracts, a break Clause can be invoked at six (6) Months.This has the effect of changing the contract to a monthly rolling contract and You will be invoiced for the difference between what the aggregate of the monthly payments made to date under the fixed term contract and the prevailing price for the monthly rolling contract for the period elapsed. Monthly rolling has an uplift of 25% on 12 month commitments.
9.Cancellation
9.1. For rolling monthly IT support contracts You may cancel this contract by giving one (1)months’ notice in writing.
9.2. For 12 months fixed price IT support contracts You must give Us one (1) months’ notice inwriting prior to the end of the contract period that You do not wish to renew. If You do not notify Us this contract will renew for a further 12 months. Please see Break Clause for cancellation at other times during a fixed term contract.
9.2.1. The contract is not cancellable at any other time, subject to both parties rights to terminate as outlined below, except where Clause 5.2 applies.
9.3. In all such instances We are entitled to invoice You for any losses, including, but not limited to hardware, software, labour, sub-contractor charges and expenses already incurred by Us.
10.Termination
10.1. We reserve the right to terminate the Contract with immediate effect in the event of any of the following:
10.1.1. that You become insolvent or enter into some form of insolvency arrangement.
10.1.2. that You suspend, threaten to suspend, cease or threaten to cease to carry on, all or substantially the whole of Your business;
10.1.3. that You (being an individual) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing Your own affairs or become a patient under any mental health legislation.
10.2. If either Party breaches a material provision under this Contract, the non-defaulting Party may terminate this Contract immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
10.3. Without limiting Our other rights or remedies, We may terminate this Contract with immediate effect by giving written notice to You if You fail to pay any amount due under this Contract on the due date for payment.
10.4. All notices of termination of the Contract should be submitted to the other Party in Writing.
11.Our Liability
11.1. Nothing in this Agreement shall exclude or limit either party’s liability for death or personalinjury resulting from the negligence of that party or their employees, agents or sub-contractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
11.2. Except as otherwise expressly provided in the Agreement:
11.3. Our liability to You in contract, tort, negligence or otherwise arising out of or in connection with the Agreement or the performance or observation of its obligations under the Agreement shall be limited in aggregate to the monthly charges paid by You to Us under the Agreement; and
11.4. We shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the Agreement.
11.5. We shall not be liable for any consequential financial loss or damage however caused as a result of system failure.
11.6. We will not be liable for any loss or damage caused by a distributed denial-of service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your Use of any Website or to Your downloading of any material from Web or own media hardware.
11.7. This indemnification will survive the termination of this Contract.
12.Events Outside of Our Control (Force Majeure)
12.1. Neither Party to these Terms and Conditions shall be liable for any failure or delay inperforming their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
13.Communication and Contact Details
13.1. We are committed to providing You with a high-quality service that is both efficient and effective. If You would like to discuss how Our service could be improved or if You are dissatisfied with the service You are receiving, please let Us know by contacting Us on 0330 113 8949, by email at support@supportwise.co.uk , or by raising at Your monthly assessment.
13.2. We ask that You inform Us as soon as is reasonably possible of any issues so We can rectify as quickly as We can.
14.Confidentiality and Data Protection
14.1. Confidential Information (the “Confidential Information”) refers to any data or information relating to Your business which would reasonably be considered to be proprietary to You including, but not limited to, accounting records, business processes, and client records and that is not generally known in Your industry and where the release of that Confidential Information could reasonably be expected to cause You harm.
14.2. All written and oral information and material disclosed or provided by You to Us under this agreement is Confidential Information regardless of whether it was provided before or after the date of this agreement or how it was provided to Us.
14.3. On the conclusion or termination of the Contract both parties shall cease to Use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this Clause.
14.4. ‘‘Data Protection Legislation’ refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time.
14.5. All personal information that We may collect (including, but not limited to, Your name, postal address, email address and telephone number) will be collected, Used and held in accordance with the provisions of Data Protection Legislation as defined in Clause 14.4.
14.6. How We collect, Use, and store Your personal information is set out in Our privacy policy.
14.7. In certain circumstances, and with Your consent, We may pass Your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Legislation as defined in Clause 14.4 and should Use and hold Your personal information accordingly.
14.8. We will not pass on Your personal information to any other third parties for marketing purposes without first obtaining Your express consent.
14.9. We reserve the right, for promotional activity, training or any other business purpose, to mention that You are a client. As stated above We will not disclose any confidential information.
15.Other Important Terms
15.1. If any of the provisions of the Contract are held to be invalid or unenforceable in whole orin part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Contract.
15.2. The contract between You and Us for the sale IT Support Services shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by You, without Our prior written consent.
15.3. No failure or delay by Us in exercising any of Our rights under this Contract means that We have waived that right, and no waiver by Us of a breach of any provision this Contract means that We will waive any subsequent breach of the same or any other provision.
15.4. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.5. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.Governing Law and Jurisdiction
16.1. This Contract shall be governed by and construed in accordance with the laws of Englandand the parties hereby submit to the exclusive jurisdiction of the English courts.