ENGAGEMENT TERMS AND CONDITIONS

1. Definitions
   
2. Basis of Engagement
3. The signing of an Engagement Letter and/or acceptance of a quote(s) provided by Ashgates IT constitutes an offer by the client to purchase Services and/or equipment in accordance with these Terms.
4. The offer shall only be deemed to be accepted when Ashgates IT recieves the signed Engagement letter or quote(s) acceptance, at which point, and on which date the Contract shall come into existence.
5. The Engagement Letter and any accepted quotes for additional services constitute the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Ashgates IT which is not set out in the Engagement and/or quote(s)
6. Any samples, drawings, descriptive matter or advertising issued by Ashgates IT, and any descriptions or illustrations contained in Ashgates IT’s catalogues, brochures or website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Engagement or have any Contractual force.
7. Responsiblilites - the Supplier
   1. The Supplier Shall
   2. Provide the Services agreed within the Engagement and subsequent quote(s) and/or proposal(s), in accordance with the terms set out in the Engagement and these terms & conditions.
8. Responsiblilites - the Client 
   1. Provide the Supplier with full, safe and uninterrupted access (including remote access where applicable) to the Client's premises and the sites listed in the Engagement, systems, facilities, Hardware and/or Software as may reasonably be required for the purpose of performing the Services, such access, except in the case of pre-agreed out-of-hours support, to be within the Service Availability Hours.
   2. Where the Services are to be performed at any of the Client's premises and the sites listed in the Engagement, provide adequate working space and office facilities (including telephone and power) for use by the Supplier and take reasonable care to ensure their health and safety;
   3. Ensure that any Hardware and/or Software that has not been maintained or supported by the Supplier prior to the Commencement Date is in a condition acceptable to the Supplier prior to the start of the Supply of the Services;
      1. The Client agrees any work required by the Supplier in order to ensure any Hardware and/or Software is in an acceptable condition to the Supplier will be chargeable on a time and materials basis.
   4. Ensure that the necessary environmental conditions are maintained for the use of the Hardware and/or Software and shall take all reasonable steps to ensure that the Hardware and/or Software is operated in a proper manner by the Client's employees;
   5. Ensure that one of its employees is available to liaise with, and respond to queries from, the Supplier in a timely manner.
   6. Ensure that one of its employees is available to accompany the Supplier and staff while entering and leaving the Client’s premises;
   7. Co-operate with the Supplier in all matters relating to the Services and provide any assistance, materials or information as may reasonably be required by the Supplier, including in relation to the diagnosis of any faults, and ensure that any such information is accurate in all material respects;
   8. Report faults promptly to the Supplier;
   9. The Client must promptly report any actual or suspected security breaches to support@ashgatesit.co.uk or 01332 380691.
   10. The Client agrees to securely store its service and access details and will not knowingly allow its service and access details, specifically any security codes or passwords, to be viewed or retrieved by any third parties.
   11. Keep full backup copies of all of its data prior to the commencement of the Services and for the duration of the Services;
   12. Test its data and data backups prior to the commencement of the Services and for the duration of the Services;
   13. Indemnify the Supplier against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Supplier as a result of the Client's breach of the Contract or any negligent or wrongful act of the Client, its officers, employees, Contractors or agents;
   14. Ensure that any information it provides is complete and accurate;
   15. Obtain all necessary Third-Party Licences which may be required before the date on which the Services are to start and maintain all necessary Third-Party Licences which may be required for the duration of the Contract; and
   16. Keep and maintain all Supplier Materials at the Client's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to The Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
   17. If the Supplier performance of any of its obligations under the Contract is prevented or delayed by a Client Default:
       1. The Supplier shall without limiting its other rights or remedies have the right to suspend performance of The Supplier until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays The Supplier’s performance of any of its obligations;
   18. The Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations and;
   19. the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
   20. Use the IT System covered by this contract for its intended use only;
   21. Notify the Supplier of issues, problems in a timely manner.
   22. Notify the Supplier of requests within a timely manner, allowing reasonable notice to complete such requests.
   23. Keep the Supplier informed of potential change to its IT System, for example if an Internet Service Provider is supplying a new Router.
   24. Ensure compliant installation and/or use of its hardware, software and services, within the terms of common law and manufacturer or developer license agreements.
   25. Ensure ongoing compliance with standards of which you have asked us to assist you to work towards and/or achieve, (for example but not limited to PCI Compliance standards), within the agreement(s) and/or terms set out by the standards regulator and/or service provider.
   26. Ensure only lawful and non-malicious use of its IT System.
   27. The client will read, understand, acknowledge and accept the Supplier’s standard terms and conditions as defined at www.ashgatesit.co.uk/termsconditions
   28. The client will, from time to time read, understand, acknowledge and accept any updates to the Supplier’s standard terms and conditions as defined at www.ashgatesit.co.uk/termsconditions.
   29. If the client has any queries regarding any updates to the Supplier’s standard terms and conditions, the Client will raise them promptly to jwoliter@ashgatesit.co.uk.
   30. Third Party Software Licences – particular attention is drawn to this clause.
       1. The Client shall be fully responsible for ensuring that it holds current valid licenses for software installed and/or used on its Equipment.
       2. For the avoidance of doubt, where the Client requests The Supplier to install software on the Clients equipment it is the Clients responsibility to ensure that the software licence is valid and they have the right to use it and the Client will notify The Supplier if it needs to be removed from any other item of equipment.
       3. The Engagement does not cover the auditing Software Licenses in use within the Clients IT infrastructure. The Supplier can provide an ongoing snapshot of the Clients licensing position, if requested to do so by the Client but subject to our hourly rates as well as an ongoing subscription charge for the Software Asset management Agent service. The Software Asset Management Agent can only provide a snapshot of the Client’s licensing position at the given time.
       4. It is the Clients responsibility for ensuring they are compliant in their use of Software License terms and conditions at the time of reporting and in the time between reports. If you do not instruct the Supplier to provide the Software Asset Management Agent to your devices, the Supplier are unable provide you with a snapshot of your license position.
9. ​Fair Usage
10. Agreed Recurring Time Services are subject to our Fair Usage policy.
11. Agreed fees for agreed service(s) are open to unfairly high use and we must protect ourselves commercially from any such losses, whereby the high usage and therefore its commercial value far outways the agreed fee.
12. On any occassion whereby the usage of an agreed services arrangement exceeds the commercial value, Ashgates IT reserves the right to levy a fair usage fee, against the 'overuse' of our time.
13. Out of Scope Services​
    1. The Supplier shall be entitled to charge (on a time and materials basis) where:
       1. no fault is found;
       2. Out-of-scope Services are required; or
       3. the cause of the incident that gave rise to the Support Request is one or more of the following:
          1. that power has been switched off or disconnected from a socket, device or external power supply unit.
          2. that a network cable is disconnected at device, data point, switch or hub including at the communications cabinet.
          3. that that the fault relates to a telephone line and/or broadband circuit unless the telephone line and/or broadband service has been supplied and is currently supported by the Supplier under a managed services agreement
          4. that the fault relates to any device that has not been supplied and is currently supported by the Supplier under this engagement; or
          5. the Supplier reasonably believes that the fault has been caused (wholly or in part) by damage or interference with equipment or software by the Client.
          6. The Supplier will only provide Services to the configuration items, devices, services, software, users or infrastructure that is agreed through the applicable Fee quote(s). The client acknowledges any work requested that the Supplier determines to be outside of the scope agreed Fees, will be chargeable on a time and materials basis.
14. Title and Risk
15. The risk in the Equipment shall pass to the Client on completion of delivery.
16. Title to the Equipment shall not pass to the Client until the Supplier receives payment in full (in cash or cleared funds) for the Equipment.
17. Until title to the Equipment has passed to the Client, the Client shall:  
    1. ​store the Equipment separately from all other equipment held by the Client so that they remain readily identifiable as the Supplier's property;  
    2. not remove, deface or obscure any identifying mark or packaging on or relating to the Equipment;
    3. maintain the Equipment in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
18. Retention of Records
19. During the course of our work we will collect information from you for example passwords, encryption keys that will be kept in a secure encrypted state and will only be accessible by authorised employees.
20. Regulatory Requirements
21. We reserve the right to disclose our records to regulatory bodies in the exercise of their powers. 
22. Quality of Service
23. We always aim to provide a high quality of service. Ashgates IT warrants (within other provisions within the Engagement) to the Client that the Services will be provided using reasonable care and skill.
24. Ashgates IT will not be liable for a breach of warranty unless the Client notifies Ashgates IT in writing of such a failure within 30 days of the performance of relevant services.
25. If you would like to discuss with us how our service could be improved or if you are dissatisfied with the service, you are receiving please let us know by contacting the Director dealing with your affairs.
26. The Supplier provides no warranty on any equipment supplied, only the standard manufacturer’s warranty will be applicable in accordance with the Manufacturer’s terms and conditions.
    1. The Client will be responsible for exercising any claim against the manufacturer’s warranty.
    2. The Supplier can assist with such a claim, but this will be charged at our normal hourly rates.
27. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you.  If we do not answer your complaint to your satisfaction you may take up the matter with alternate director, Tony Lymn.
28. Supply of Services
29. Ashgates IT shall use all reasonable endeavours to meet any performance dates and times specified in the Specification, but any such dates and times shall be estimates only and time shall not be of the essence for performance of the Services.
30. Ashgates IT shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
31. Ashgates IT may, on prior notice to the Client, make changes to the Services, provided such changes do not have a material adverse effect on the Client's business operations.
32. Ashgates IT shall have no obligation to provide the Services where faults arise from:
    1. misuse, incorrect use of or damage to the Hardware and/or Software from whatever cause (other than any act or omission by the Supplier), including failure or fluctuation of electrical power;
    2. failure to maintain the necessary environmental conditions for use of the Hardware and/or Software;
    3. use of the Hardware and/or Software in combination with any equipment or  software  not  provided  by  the  Supplier  or  not  designated  by  the Supplier for use with any Modification forming part of the Software, or any fault in any such equipment or software;
    4. relocation, installation or modification of the Hardware and/or Software by any person other than the Supplier or Support Staff;
    5. any breach of the Client's obligations under the Contract or having the Hardware and/or Software maintained or supported by a third party;
    6. any Modification not authorised by the Supplier resulting in a departure from the Specification;
    7. or operator error.
33. Supply of additional Services
34. The Client may from time to time request Ashgates IT to supply Additional Services.  Ashgates IT shall use its reasonable endeavours to comply with the Client’s request but acknowledges that Ashgates IT’s ability to supply the Additional Services shall depend on the availability of appropriate resources at the time in question.
35. Where Ashgates IT agrees to provide Additional Services, such agreement shall be embodied in a Quote for Additional Services. 
36. Each accepted Quote for Additional Services shall be made under, and shall incorporate, these Terms.
37. Limitation of Service
38. We will use our best endeavours to resolve request, problems or issues with third party equipment but where the requests, problems or issues cannot be resolve by Ashgates IT, we may need to rely on the support of the third-party provider.
39. We do not collect, recycle or sell any unwanted equipment on behalf of the Client. We can, as requested securely destroy some forms of data storage media, as and when requested by the client
40. Limitation of Liability
41. The advice which we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it.
42. We will provide the Services outlined in the Engagement with reasonable care and skill.  However, we will not be responsible for any losses, penalties, surcharges, arising from the supply by you or others of incorrect or incomplete information, or from the failure by you or others to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us.
43. We will not be responsible for any Loss of profits, or loss of business, or loss of revenue, or loss of goodwill, loss of goods, loss of contract, loss of use, loss or corruption of data or information, loss of anticipated savings, whether direct, indirect or consequential; or damage arising from, but not limited to:
    1. Any special, indirect, direct, consequential or pure economic loss, costs, damages, charges or expense.
    2. Unlawful and or non-compliant installation or use of any equipment, hardware, software, licenses or services within or outside of the client’s IT system.
    3. Unlawful and or non-compliance with standards of which you have consulted with us to assist you to achieve, for example PCI Compliance standards.
    4. Issues relating to or the disruption of, or loss of availability of any equipment, software, services.The Client not ensuring they have relevant data backups.
    5. Accidental or malicious damage caused to the IT Systems by the Client or any third party.
    6. The unauthorised or improper use, operation or neglect of the customer’s Operating Environment, any customer side equipment, software or equipment via which the Services or any third party Services are accessed or used.
    7. The failure by the client to implement and maintain recommendations in respect of or solutions to faults recommended by Ashgates IT.
    8. The failure by the Client to implement recommendations in respect of data security and the prevention of the unauthorised or unlawful processing or accidental loss, destruction or damage to data previously recommended by Ashgates IT.
    9. Any repair, adjustment, alteration or modification of Services provided by Ashgates IT by any person other than Ashgates IT without prior written consent from Ashgates IT.
    10. Any breach by the Client of any of its obligations under any maintenance or license agreement in respect of the equipment or software from or via which the Services are accessed or used.
    11. Non-compliance with the Clients obligations under this agreement.
    12. Causes beyond the control of Ashgates IT.
    13. Ashgates IT shall have no liability for any acts or omissions by Third Party Providers, or any unauthorised use of Services, equipment or software.
    14. The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow The Supplier’s instructions (whether given verbally or in writing), misuse or alteration of the Equipment, or any other act or omission on the part of the Client or any third party.
44. E-mail may be used to enable us to communicate with you.  As with any other means of delivery this carries with it the risk of inadvertent misdirection or non-delivery.  It is the responsibility of the recipient to carry out a virus check on any attachments received.
45. Our liability for services rendered under this agreement will be limited to 1 (one) times the IT Services fee charged and paid in the previous 12-month period immediately prior to the event giving rise to the claim, excluding the cost of equipment supplied.
46. In the event that we find ourselves subject to a claim from another party arising out of the engagement (other than as a result of own negligence or wilful default) any claim established against us and the costs we necessarily incur in defending it would form part of the expenses we would look to recover from you.
47. Limitation of liability clauses shall survive the termination of the Engagement.
48. Reliance on advice
49. We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for example during the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.
50. Please note that we do not offer legal advice and therefore any matters of law should be discussed with a qualified solicitor or lawyer.
51. Electronic Communication
52. As internet communications are capable of data corruption, we do not accept any responsibility for changes made to such communications after their despatch.  For this reason, it may be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it.  All risks connected with sending commercially sensitive information relating to your business are borne by you and are not our responsibility.  If you do not accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication.
53. Applicable Law
54. The engagement letter is governed by, and construed in accordance with, English law.  The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning the engagement letter and any matter arising from it.  Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.
55. Data Protection
56. To enable us to discharge the services agreed in the engagement letter, comply with related legal and regulatory obligations and for other related purposes including updating and enhancing client records and analysis for management purposes, as a data controller, we may obtain, use, process and disclose personal data about you / your business / company /  its shareholders and employees as described in our privacy notice. We confirm when processing data on your behalf that we will comply with the provisions of all relevant data protection legislation and regulation.
57. You are also an independent controller responsible for complying with data protection legislation and regulation in respect of the personal data you process and, accordingly where you disclose personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene relevant requirements. Nothing within the engagement letter relieves you as a data controller of your own direct responsibilities and liabilities under data protection legislation and regulation.
58. Data protection legislation and regulation places obligations on you as a data controller where we act as a data processor to undertake the processing of personal data on your behalf, for instance where we operate a payroll service for you. We therefore confirm that we will at all times take appropriate measures to comply with relevant requirements when processing data on your behalf. In particular we confirm that we have adequate security measures in place and that we will comply with any obligations equivalent to those placed on you as a data controller.
59. Our privacy notice, as set out in a separate appendix to these terms of engagement explains how we process personal data in respect of the various services that we provide. 
60. You have a right of access, under data protection legislation, to the personal data that we hold about you.  For the purposes of Data Protection, the Data Controller in relation to personal data supplied about you is Ian Johnson. 
61. Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007
62. In accordance with the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 we are required to report directly to NCA without prior reference to you or your representatives if during the course of undertaking any assignment we become suspicious of any breech of these rules.
63. Contracts (Rights of Third Parties) Act 1999
64. A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
65. Non-solicitation
66. The Client shall not, for the duration of the Contract, and for a period of six months following termination, directly or indirectly induce or attempt to induce any employee of Ashgates IT who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this agreement to leave the employment of Ashgates IT.
67. Confidentiality
68. The Client shall, for the duration of the Engagement and thereafter, restrict disclosure of Confidential Information to such of its employees, agents or Subcontractors as need to know it for the purpose of discharging its obligations under the Engagement, and shall not use for its own purposes (other than implementation of the Engagement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any Confidential Information, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of the Engagement, or subsequently comes lawfully into the possession of such party from a third party.
69. The Client shall use its reasonable endeavours to prevent the unauthorised disclosure of any Confidential Information and shall ensure that its employees, agents or Subcontractors are subject to obligations of confidentiality corresponding to those which bind the Client under the Engagement.
70. The Client shall notify Ashgates IT if any of its employees, agents or Subcontractors connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to Ashgates IT, at the Client's reasonable cost, in connection with any enforcement proceedings which the Supplier may elect to bring against any person.
71. The terms of the Contract may not be disclosed by the Client to a third party (other than to its legal advisors) without the prior written agreement of Ashgates IT.
72. Ashgates IT Ltd in the context of diagnosing and resolving IT issues for The Client may access client, staff or commercial confidential and/or sensitive information. Under what is known as the common law duty of confidentiality, confidential information (information that individuals disclose in confidence) should not be used or shared further without the consent of the individual and Ashgates IT Ltd is bound by this duty in relation to any information it accesses in the course of providing IT support to The Client. Exceptions to the requirement for consent are limited to:
    1. A legal reason to disclose information, e.g. by Acts of Parliament or court orders;
    2. A public interest justification for breaching confidentiality such as a serious crime.
73. Any breach or potential breach of this duty by Ashgates IT Ltd should be reported to The Client in accordance with our Data Breach Policy.
74. The confidentiality clause shall survive termination of the Engagement.
75. Assignment and Subcontracting
76. Ashgates IT may at any time assign, transfer, charge, Subcontract or deal in any other manner with all or any of its rights under the Contract and may Subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
77. The Client shall not, without the prior written consent of Ashgates IT, assign, transfer, charge, Subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
78. No partnership or agency
79. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
80. Force Majeure
81. Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its or, in the case of the Supplier, its own suppliers’ reasonable control. These include: (a) natural disasters or “acts of God,” such as lightening, tornadoes, hurricanes, tsunamis, floods and earthquakes; (b) manmade disasters, such as plant fires or floods; (c) war and civil issues, such as riots, civil unrest, acts of terrorism; (d) labour disputes or strikes; (e) government embargoes or other government actions affecting the supply chain; and (f) power outages or transportation issues.
82. The above shall not apply in respect of any failure or delay by the Customer to make any payment to the Supplier that falls due under the Contract.
    
83. By continuing to use our Services the Client accepts these Terms and Conditions.
    
84. These Engagement Terms and Conditions supersede any previous terms and conditions in relation to the services provided.
    
85. These Engagement Terms and Conditions are effective from 1 April 2021 and will remain effective until they are repalced.