Terms and Conditions for Supply of Services from Reliable IT Services Limited.

1. Definitions

In this document the following words shall have the following meanings:

1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Service Specification.

1.2 “Confidential Information” means any confidential or proprietary information, whether disclosed orally, visually or in writing, which relates to a party to the Agreement, its group company or any third party which has disclosed such information to such party on a confidential basis, including but not limited to specifications, business or financial affairs, trade secrets, technology, research and development, pricing, product plans, marketing plans and the terms or existence of this Agreement.

1.3 “Customer” means the organisation or person who purchases Services from the Supplier.

1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable.

1.5 “Services” means the services performed by Supplier under this Agreement as further described in the relevant Services Specification.

1.5 “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by the Supplier.

1.6 “Supplier” means Reliable IT Services Limited, whose registered office is 2–4 Salamander Place, Edinburgh, EH6 7JB.

2. General

2.1 These Terms and Conditions shall apply to all contracts for the supply of Services by the Supplier to the Customer.

2.2 Before the commencement of the Services the Supplier shall submit to the Customer a Service Specification which shall specify the Services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.

2.3 The Supplier shall use all reasonable endeavours to complete the Services within estimated time frames.

3. Fees and Payment

3.1 The fees for the performance of the Services are as set out in the Service Specification. All hardware and software will be invoiced in advance for payment prior to the commencement of the service. All other services will be provided on a time and material basis and invoiced in arrears at the end of each month.

3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% (four percent) per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the services are rendered. Customer will be responsible for value added tax properly due to Provider, which shall be listed as a separate line item on the invoice.

3.3 The ownership of all goods shall remain with Reliable IT Services Limited until payment has been received in full.

3.4 Except as expressly set out in these terms and the relevant Services Specification, or as otherwise expressly agreed by the parties in writing, Supplier shall supply, at its own expense, all equipment, supplies and other materials necessary to render the Services hereunder.

3.5 Payment of any expenses (if expressly permitted under the relevant Services Specification) shall be (i) at cost, and (ii) subject to the submission of itemised receipts or other appropriate evidence of payment with the Supplier’s invoice.

3.6 If Supplier carries out or purports to carry out any additional or varied Services without the prior authorisation of a signed variation in accordance with the procedure set out in Clause 5, then Customer shall have no liability to Supplier for any additional fee, costs or expenses incurred by Supplier.

4. Customer’s Obligations

4.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

4.1.1 provide reasonable co-operation with the Supplier;
4.1.2 provide the Supplier with any information reasonably required by the Supplier;
4.1.3 obtain all necessary permissions and consents which may be required before the commencement of the Services unless it is agreed in the specific work order that the Supplier is to obtain such permissions and consents or unless such permissions and consents would ordinarily fall to the Supplier to obtain; and
4.1.4 comply with such other reasonable requirements as may be set out in the Service Specification or otherwise agreed between the parties.

4.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

4.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project arising solely as a result of any omission of the Customer or any third party, not being a sub-contractor of the Supplier;
4.4.2 if applicable, the timetable for the project will be modified accordingly;
4.4.3 the Supplier shall notify the Customer at the same time if additional costs are likely to be incurred as a result and Supplier shall not proceed to provide the services until such additional costs are agreed by the Customer.

5. Alterations to the Service Specification

5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of Services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed Services and fees and any other terms agreed between the parties.

5.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

5.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within five working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

5.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

6. Acceptance Testing

6.1 Supplier shall inform Customer when the Services are ready for acceptance testing.

6.2 If Customer determines that the Services do not comply with the relevant Services Specification and/or these terms, Customer shall inform the Supplier of the defects and Supplier shall promptly remedy such defects and re-submit the relevant services for re-testing. Supplier will use all reasonable efforts to remedy the defects and re-submit for testing promptly.

6.3 For the avoidance of doubt, acceptance by Customer of any individual service does not constitute acceptance of any other service.

6.4 If (i) Supplier fails to submit the Services for re-testing within a reasonable period or (ii) if within 4 weeks of the first acceptance testing or the third submission of the Services for re-testing (whichever is the earlier) the defects have not been corrected, Customer may elect to terminate the relevant Services Specification and/or this Agreement and be entitled to all remedies it may have under this Agreement or by law or in equity including, but not limited to, having a third party correct the defective aspect of the Services at the expense of Supplier. For the avoidance of doubt, in the event that Customer terminates the relevant Services Specification and/or Agreement under this Clause 6, Customer shall have no liability to make further payments to Supplier under this Agreement.

7. Warranty

7.1 The Supplier warrants that the Services performed under this Agreement:

(i) shall be performed by appropriately qualified and trained personnel using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices of a skilled and experienced service provider;
(ii) shall conform to the requirements set out in the Services Specification and the other terms and conditions of this Agreement and the relevant Services Specification; and
(iii) shall not infringe upon any Intellectual Property Right or contractual right of any third party.

7.2 The Supplier further warrants that:

(i) all information, data and materials provided by Supplier pursuant to this Agreement will be accurate and complete in all material respects;
(ii) Supplier shall comply at all times with all applicable laws, rules and regulations; and
(iii) Supplier has obtained any and all requisite permits, licences and third party consents to provide the Services (save where it is agreed in the relevant Services Specification that it is the responsibility of the Customer to obtain these).

7.3 If the Services do not perform as warranted above, Customer shall notify Supplier in writing, specifying the nature and extent of the breach. Supplier shall use diligent efforts to cure the breach as promptly as possible without cost to Customer. If Supplier fails to cure the breach within thirty (30) days, Customer may terminate the Agreement immediately upon written notice in addition to such other rights which may be available to Customer in law and equity.

7.4 Without prejudice to Clause 7.1 and Clause 7.2, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services to be provided by the Supplier.

8. Indemnification

The Supplier shall indemnify the Customer against all claims, costs and expenses which the Customer may incur and which arise, directly or indirectly, from a breach of the warranty set out at Clause 7.1(iii).

9. Limitation of Liability

9.1 Except in respect of death or personal injury due to negligence, and except for indemnified claims under Clause 8, for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to two times (2x) the fees paid by the Customer to which the claim relates.

9.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

9.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

10. Termination

10.1 Any Agreement shall have effect from the date of its execution as per the title page and shall remain in force until termination by the Customer or Supplier as provided for below.

10.2 Any Agreement shall continue in effect for a period of one year from the Commencement date or the date of Agreement amendment and shall be automatically renewed each year after that date unless either party terminates the Agreement. Either party may terminate the Agreement by giving at least 30 days prior written notice to the other, such termination to take effect at the expiry of the initial period or at any time thereafter, subject to any alternative provisions for termination in Clauses 10.3 to 10.3.5 below.

10.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:

10.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
10.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
10.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
10.3.4 the other party ceases to carry on its business or substantially the whole of its business; or
10.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

11. Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of the Services pursuant to this Agreement (other than any improvements to the Supplier’s pre-existing Intellectual Property Rights) shall, so far as not already vested, become the absolute property of the Customer, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in the Customer by the execution of appropriate instruments or the making of agreements with third parties.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

13. Independent Contractors

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, subject to the prior written agreement of the Customer, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.

14. Assignment

Neither party shall be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the other, except where such assignment is to an affiliate.

15. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.

16. Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

17. Notices

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Services Specification or such other address such party may from time to time have communicated to the other in writing. Notices sent by email shall, unless the contrary is proved, be deemed to be served on receipt of an error free transmission report. Notices sent by letter shall be deemed to have been served at the time at which the letter was delivered in the ordinary course of post.

18. Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

19. No Third Parties

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.

21. Personnel and Customer Property

21.1 If Supplier personnel are present on Customer premises or have access to Customer property, Supplier shall comply, and shall cause its personnel to comply, with all applicable Customer acceptable use policies and procedures and all reasonable instructions or directions issued by Customer.

21.2 Access to and use of Customer property is solely permitted for purposes directly required for the performance of this Agreement.

21.3 Supplier personnel must cease access to and use of such Customer property immediately upon completion or termination of the Agreement or if such Supplier personnel are removed from the project or employment by Supplier.

21.4 Supplier and its personnel shall treat all passwords, network access information and information concerning Customer’s security systems (physical, electronic and otherwise) as Customer Confidential Information.

21.5 While Supplier shall determine who of its personnel will be assigned to perform the Services, Supplier shall promptly remove any individual whom Customer, in its sole but good faith opinion and in accordance with applicable law, considers to be (i) unqualified to perform the Services as required, (ii) disruptive to the progress of work being performed, (iii) detrimental to any Customer operations, (iv) in violation of any Customer policy or (v) failing to meet any Customer standards for physical or other access to Customer property. In any such case, Supplier shall promptly replace that individual with a person who meets the requirements of this Agreement. Customer has the right to approve any replacement Supplier personnel proposed by Supplier provided that such approval shall not be unreasonably withheld or delayed.

21.6 In no event will Supplier or any of its personnel be considered an employee, subcontractor or agent of Customer, nor entitled to any benefits that may be available to Customer’s own personnel. Supplier assumes full responsibility for the actions of its personnel and subcontractors while performing Services. Supplier shall be responsible for the supervision, direction and control of its personnel as well as the payment of compensation (including without limitation wages, bonuses, payroll taxes, social security and other contributions, taxes and withholdings). If Customer provides any Customer property, Supplier will not use such Customer property for any other purpose than the performance of this Agreement.

21.7 Customer property is and shall remain the exclusive property of Customer (or its third party licensors as applicable).

21.8 Supplier will maintain Customer property securely and in good working order. Immediately upon Customer’s request or promptly upon termination or expiration of this Agreement, Supplier will return all Customer property in the same condition as originally received, ordinary wear and tear excepted.

21.9 If the Supplier has access to or otherwise processes personal data for Customer under this Agreement, Supplier shall at all times comply with Schedule A attached hereto.

21.10 The Supplier shall at all times comply with the security requirements set out in Schedule B attached hereto.

22. Confidentiality

22.1 Each party shall:

(i) treat the Confidential Information of the other party as strictly confidential;
(ii) not disclose or use or allow any third party to disclose or use such Confidential Information except as expressly permitted by this Agreement or with the prior written consent of the other party on each occasion;
(iii) only use the Confidential Information for the performance of the Services or its obligations under this Agreement;
(iv) not make any copies of, or in any other way duplicate, any Confidential Information except as strictly necessary for the performance of the Services.

22.2 The restrictions in Clause 22.1 shall not apply to the extent that:

(i) the Confidential Information is already lawfully known to the party receiving it independently of this Agreement;
(ii) the Confidential Information is in, or comes into, the public domain other than as a result of wrongful use or disclosure by Supplier;
(iii) disclosure of Confidential Information is required by law or regulatory authority. In the case of disclosure under this Clause 22.2(iii), the party wishing to disclose such Confidential Information shall (a) give the other party prior written notice of the need to disclose the Confidential Information, (b) give all reasonable assistance (at its cost) to challenge the requirement to disclose such Confidential Information, and (c) only disclose such Confidential Information that is strictly necessary to comply with the law or regulatory authority.

22.3 Neither party makes any express or implied warranty or representation as to the accuracy or completeness of the Confidential Information and expressly disclaims any and all liability howsoever arising that may be based upon the Confidential Information, and any errors or omissions contained within it.

22.4 The rights and obligations in this Clause 22 continue whether or not this Agreement is terminated and without limit in time.

23. Compliance

23.1 Both parties shall at all times comply with the UK Bribery Act 2010 and any equivalent anti-bribery and anti-corruption legislation in relevant countries. Supplier warrants that:

(i) it has not offered or given, and shall not offer or give, to any employee, agent or representative of Customer any gratuity or inducement with a view toward securing any business from Customer or influencing such person with respect to terms, conditions, or performance of any business dealing with or from Customer;
(ii) any person associated with Supplier who is performing Services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Clause 23; and
(iii) it shall certify its compliance with this Clause 23.1 and provide evidence of such compliance upon request by the Customer.

23.2 Both parties shall comply with the UK Modern Slavery Act 2015 and any equivalent legislation in relevant countries. Supplier shall:

(i) implement due diligence procedures to ensure that there is no forced labour, slavery or human trafficking in its business or in its supply chains;
(ii) maintain a complete set of records to trace the supply chain of all Services and goods provided to Customer in connection with this Agreement;
(iii) prepare and deliver to Customer no later than 31 March each year, a report setting out the steps it has taken in the previous twelve (12) months to ensure that forced labour, slavery and human trafficking is not taking place in any of its supply chains or in any part of its business.

23.3 Supplier shall take such other steps that Customer may reasonably require in relation to compliance with the Bribery Act 2010, the Modern Slavery Act 2015 and any equivalent or replacing legislation.

23.4 Supplier shall promptly report any breach or suspected breach of this Clause 23. Any such breach shall be considered a material breach of this Agreement.

Schedule A – Data Processing Obligations

(a) In this Schedule A, the terms “Personal Data”, “process”, “Data Controller”, “Data Processor”, and “Data Subject” will have the meanings given to them in applicable data protection legislation.

(b) In respect of Personal Data processed under this Agreement, the parties agree that Customer is the Data Controller and Supplier is the Data Processor.

(c) The Data Processor will collect, process and use Personal Data only in accordance with this Agreement and the Data Controller’s instructions.

(d) Each party agrees that it shall comply with its obligations under applicable data protection and privacy legislation applicable to it in any relevant country in which it is established or processes data.

(e) The Data Processor shall take appropriate technical and organisational measures to adequately protect Personal Data against (i) unauthorised access, (ii) unauthorised disclosure, (iii) misuse, (iv) corruption and (v) loss, in accordance with the requirements of applicable privacy laws and best industry practices. Such measures shall include but not be limited to the measures set out in Schedule B.

(f) In the event that a Data Subject contacts the Data Processor directly with a request to access information held about such Data Subject, the Data Processor shall promptly (i) refer the Data Subject to the Data Controller and (ii) advise the Data Controller of such request. In addition, the Data Processor shall promptly comply with any request from the Data Controller to provide information about the collection, processing or use of a Data Subject’s Personal Data at no additional charge.

(g) The Data Processor shall not transfer any Personal Data outside of the UK or EEA without the prior written consent of the Data Controller and appropriate safeguards in place.

(h) The Data Controller shall be entitled (at its own cost) to audit the Data Processor’s compliance with this Schedule A provided that such audit will be conducted within the Data Processor’s normal business hours and on reasonable notice.

(i) Upon termination or expiration of the Agreement, the Data Processor shall return all personal data of Customer in its possession and shall provide a certificate signed by an officer of Supplier confirming that all personal data has been returned to the Customer.

(j) The Data Processor will immediately inform the Data Controller in the event of suspected or actual breach of this Schedule A.

(k) The Data Processor will indemnify the Data Controller for any fines, losses or damages incurred by the Data Controller as a result of the Data Processor’s breach of this Schedule A. For the avoidance of doubt, the Data Processor’s liability to the Data Controller under this Schedule A shall not be subject to the limitations or exclusions set forth in Clause 9 of the Agreement.

Schedule B – Security Requirements

Organisational Controls

The Supplier shall maintain a data protection and information security policy.
All Supplier’s employees and other individuals with access to Customer Data must be trained on (i) the importance of data protection and information security, (ii) the content of the Supplier’s data protection and information security policy, (iii) the Supplier’s data protection and information security controls, and (iv) each individual’s responsibilities with respect to data protection and information security.
The Supplier shall appoint an individual with responsibility for data protection and information security.

Business Continuity Measures

The Supplier must protect its premises from fire, flood and other environmental hazards.
Servers and other critical IT equipment shall be stored in climate controlled data centres.
The Supplier will take a back-up of the Customer Data at least weekly and will store the back-up media at a secondary site.

Physical Controls

The Supplier shall maintain the following physical controls:

All servers shall be housed in locked cages or locked data rooms with limited access.
All visitors shall be required to report to Reception or Security upon arrival.
All visitors shall be accompanied by Supplier personnel at all times while on the Supplier’s premises.

Testing and Change Control

The Supplier shall maintain and apply a change control process for the deployment of new hardware, software, systems and developments.
The Supplier shall test all new hardware, software, systems and developments prior to release to the production environment.
The production environment must be separate from test systems.
Customer Data may not be used on test systems or for any test purposes unless the Customer expressly agrees otherwise in writing.
The Supplier shall verify the success of the deployment into the production environment.

Logical Controls

The Supplier shall maintain the following logical controls:

Encryption of Customer Data in transit, depending on service.
Logical separation of Customer Data from data belonging to other customers.
Remote access must be restricted to authorised individuals via a secure virtual private network.
Customer Data may not be copied from the Customer servers and systems onto Supplier servers or systems.
Supplier will ensure no copies of Customer Data are uploaded to file sharing services or in any way exported from the Customer servers or systems.
Supplier may use its own devices but must comply with any Customer policies provided to Supplier from time to time.