Standard Terms and Conditions

These terms are effective from the date the Service agreement document is signed which denotes full acceptance of these Terms by the Client

Definitions
The Client” is the customer who is looking to procure services as stated in the proposal and who is a party to this agreement
SADS” Systems Analysis Design & Support Ltd. with whom The Customer has awarded the contract to is herein referred to as SADS
Business Hours” Unless otherwise outlined in the original proposal, business hours are 08.30 – 6.00pm, excluding public holidays.
“Audit” Is a systematic check or assessment, especially of the efficiency or effectiveness of an organization or a process, typically carried out by an independent assessor.
“Analysis” analysis  the examination of something in detail in order to understand it better or draw conclusions from it.
Force Majeure” means any event beyond the reasonable control of the affected party
Fees” the monthly fee’s as set out in the proposal document
Hosting Service” hosting and storage service that incorporates both hardware and software and communications network to allow end users access to programs and application software across the internet
“Service” or “Services” means any and all services provided by SADS under these Terms including, without limitation, support services; hosted services, software development, network cabling, consultancy services and any other services which may be provided from time to time;
“SA” Service Agreement
 “AUP” means Acceptable Use Policy which defines the acceptable terms of usage for your server or Service.
Applications of Terms 
  1. These terms apply to any or all Services provided by SADS to the client.
  2. These Terms together with any Service Level Agreements(s) represent the entire agreement relating to the Services and supersede any arrangements previously agreed between SADS and the client. Save in the case of fraudulent misrepresentation or fraudulent concealment, any representation, warranty or undertaking, whether oral or written, (including in any previous correspondence or communication) and any other terms and conditions sought to be imposed by the clients own order forms or otherwise are expressly excluded.
  3. No change to these Terms, or a subsequent version of these Terms, as may be posted on the SADS website, or any other part of the Agreement, shall be binding unless made with the prior written consent of the Company Directors.
  4. No agent of, or person employed by or under contract with SADS, has any authority to alter or vary these Terms or the Agreement in any way.
  5. In addition to these Terms, domain name registrations are subject to the terms and conditions of any registrar SADS may use to fulfil the clients order. Details of these terms and conditions are available from the relevant registries such as Nominet for .uk (www.nominet.org.uk/nominet-terms)
  6. SADS may alter these terms and agreement at any time without notification to the client provided that the current Terms are available on the SADS Website (www.sads.com).

SADS Obligations to the client

  1. SADS will not be obliged to provide any other services other than those outlined in the SA unless additional services have been agreed and detailed in a secondary SA.
  2. SADS cannot accept liability for failure to provide services due to a breach of the agreement by the client, it’s partners, sub-contractor or any other third parties, or for any delays caused by an act of force majeure or for any problems arising from third party software.
  3. SADS will have no liability to the client and may suspend services if the client; fails to pay any fee’s when due, is using unauthorised or illegal software or abuses the AUP.
  4. If a support package is required, we will agree with you a date for one of our qualified engineers to undertake a site audit as soon as contracts are signed.
  5. This Audit will provide:

Written report detailing all assets, findings and recommended actions. Analysis of your PCs security threats and possible points of failure.  We cannot accept responsibility should your PC fail during our Audit and we cannot guarantee that you will or will not experience any threats as outlined in the Audit summary. We will need full control of each PC during this time to complete our security check. The system cannot be used for any other purpose during this check. Where the SA includes in-house servers support, a Server check will be carried out, this will not result in downtime to the client.  We may be unable to perform some of the security checks due to technical or operational reasons, if this occurs a second visit will be arranged.

  1. SADS currently provide tailor-made support packages, the Support level chosen will be detailed in the SA.
  2. Our Support packages offer telephone support via our helpdesk, remote support and on some occasions a site visit will be deemed necessary. All incoming support calls are logged and a Support log number is raised. Our helpdesk staff and engineers always endeavour to correct any problems via remote access and telephone methods before attending site.
  3. Site visits will be arranged during normal business hours, if you require out of hours site visits additional charges will be made. Please see section 5.1.
  4. If your fault cannot be rectified on site we will give you the option to have the fault rectified offsite.
  5. If your hardware requires repair we will provide you with a quotation to carry out this repair if it is an item that we can obtain parts for.
  6. If we replace your main hard drive we will install the original operating system onto your PC provided that you have the relevant licence key(s).
  7. If your hardware is faulty and under warranty we will endeavour to liaise with the equipment manufacturer on your behalf.
  8. SADS will not repair any equipment that is still under warranty unless directed by the manufacturer.
  9. Consultancy and project work such as office relocation, server migration is available as a service outside of this agreement on a “T&M” basis.

Client Obligations to SADS 

  1. Ensure that any fee’s due are paid on time.
  2. Where an on-site visit is required you must ensure that engineer access is provided at the time agreed, failure to so will result in additional fees for the missed appointment.
  3. Make available to SADS, without charge, any information or facilities to enable us to fulfil our SA including, but not limited to, current software licenses, contact details for any third party software computer print-outs, photocopies of documents, screen shots taken of the application. SADS shall hold any such information provided by the Client as strictly confidential.
  4. All agreements made between SADS and the client must remain confidential, including SA and Contractual agreements.
  5. The client shall understand the AUP and ensure that it is being adhered to.  If there is a breach of the AUP, the client agrees to reimburse SADS for any costs and expenses arising from this.

Payment

  1. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of Services to you.
  2. Subject to an increase in third party costs such as Power costs, the Fee for the Services shall be in accordance with the relevant scale of charges and rates detailed on your SA.
  3. SADS reserves the right to alter the Fees payable for Services at any time and any provision of Services after such time shall be deemed to have been made in acceptance of such new Fees.
  4. You acknowledge that increases in third party fees beyond SADS’s control may result in      SADS increasing its fees and you agree to pay the increased fees if higher than those set out in the SA.
  5. Unless otherwise expressly specified in the SA, all quotations given by SADS for SADS services are valid for a period of 5 working days, due to the current climate, from the date upon which they are given, after which time the quotation shall automatically expire.  Hardware, software and services can fluctuate dependant on the Dollar rate which changes daily.
  6. The Fee’s as set out in the SA is exclusive of VAT
  7. SADS reserves the right to demand payment on account in advance of providing any services and unless otherwise specified in the SA may invoice in respect of work completed or to be carried out, before, during and after completion of such work as it sees fit.
  8. Invoices are payable within 30 days of the date of the invoice without deduction or set-off. Unpaid invoices shall attract interest at a rate of 4% above the base rate of NatWest Bank plc per annum without prior notice (such interest being payable both before and after any judgment may be obtained) and SADS reserves the right to suspend the Services until payment is made.
  9. Where services are provided prior to the relevant Fees being paid, SADS may retain the title in and ownership of all hardware, software and hosting services registered on your behalf until payment is made.

General Terms

  1. If a client requires services outside of business hours the following fee’s will apply; time and a half (excluding Sunday and Bank Holidays), Sundays or Public holidays will be charged at double time.
  2. The client agrees to our engineers or approved contractor having remote access to their computer systems and all information contained within.
  3. The Client and SADS give each other consent to positively publicise our business relationship but not to disclose the terms of it.

Termination of Contract

  1. Either party may terminate this Agreement with 90 days written notice unless otherwise outlined in the SA.
  2. SADS may terminate this contract with immediate in the following circumstances;

The client commits a breach of the terms and conditions contained within this agreement.

Either party becomes insolvent or compounds with its creditors or goes into liquidation, other than for the purpose of reconstruction or amalgamation.

Termination of contract before its term may be subject to additional fees.