Roadmap IT Limited (“the Company”)

Standard Terms and Conditions (For Ad-hoc Customers)

1. Definitions
“Agreement” means a contract for the provision of the Company Services signed by both parties (the Company and the Customer). The agreement declares that the Customer accepts the Standard Terms and Conditions and agrees to the provision of Services as outlined in the Approved Estimate.

“Approved Estimate” means the Estimate has been accepted by the Customer and is binding.

“Best efforts” means there are no contractual obligations or service level obligations.

“Customer”means the business, organisation, person or persons that enter into the agreement for the supply of Services.

“Company” means Roadmap IT Limited, whose registered office is at 82 St John Street, London, United Kingdom, EC1M 4JN (Company No: 9909372).

“Commencement Date” means the date specified in the Schedule.

“Day” / ”Days”means any day between Monday to Friday and between the hours of 09.00 to 18.00 excluding public holidays in England.

“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Commissioner or other relevant regulatory authority and which are applicable to a party.

“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

“Estimate” means a statement of the approximate charge for the products or services supplied by the Company.

“Fees” means the sum/sums specified in the Approved Estimate.

"Hardware" means the computer equipment and /or other equipment supplied to the Customer or used by the Company

“Incidents” means technical problems or issue in relation to the Services

"Products" means Hardware or Software

“Month” / “Months” means a calendar month.

“Remote Support” means the method by which the Companies support staff can monitor and access the Customers IT systems.

“SaaS” means the supply of third party “Software-as-a-Service” applications

“Services” means the Services to be supplied by the Company to the Customer as specified in the Schedule

"Software" means the computer applications installed or running on the customers equipment. Software applies to all parts of software, to new releases, updates and modifications of the software.

“System” means the IT systems used by the Customer, this includes Hardware and Software.

“the Goods”means products supplied to a Customer

“Users” means the individual(s) using the products and or services

2. Commencement of Service
2.1 The Customer accepts responsibility for the status of their System prior to the involvement of the Company.

3. Requesting Support
3.1 All requests for Support from the Customer must be made via telephone on 0203 327 0001 or e-mail to support@roadmap-it.co.uk, or directly though the help desk portal at support.roadmap-it.co.uk
3.2 Upon receiving notification regarding an issue with the Customer’s System, the issue will be logged as an Incident with an allocated Incident reference number. The Incident reference number along with details of the Incident will be provided to the user raising the request.
3.3 In the event of the Customer wishing to query the progress of an Incident, the Customer must be able to state the specific Incident reference number to enable the Company to identify the Incident in question.
3.5 When the Customer raises a support issue with the Company, the Company undertakes to respond in a timely fashion.
3.6 Standard business hours are from 09:00 to 18:00 (GMT) Monday to Friday excluding public holidays in England.
3.6.1 Outside of standard business hours are from 18:00 - 09:00 (GMT) Monday to Friday and 00:00 to 23:59 on weekends and public holidays.

4. Fees
4.1. In consideration of the provision of the Services the Customer shall pay to the Company the Fees set out in the Approved Estimate.
4.2. For work performed on behalf of UK registered organisations all amounts invoiced will be subject to VAT payable at the then prevailing rate, The total support charges for the agreement will be detailed in the Schedule excluding VAT
4.3. The Company will usually invoice the Customer for the Services in arrears on 30 day terms.
4.4 The Company may ask for payment up front from the Customer. The Company will specify the terms of payment on the Invoice.
4.5. In the event that the Client shall fail to make any payment of the Fees, in accordance with Clause 4.3 or 4.4, the Company may suspend the performance of its obligations stated under this Agreement until such payment is made.
4.6. In the event that any payment of the Fees is not paid when it is due, whether or not demand shall have been made, the Due Fees shall carry interests at the rate of five (5) per cent above the base rate of Barclays Bank Plc. from that date until payment.

5. Obligations and exclusions of the Company
5.1 The Company shall provide the Services with reasonable care and skill subject to the limitations set out in this Clause 6 and Clause 7 below.
5.2 Where the Services include backing up of data, it is the Customer’s sole responsibility to ensure that they keep the Company informed of the names of the files, folders and directories of data that is to be backed up.
5.3 The Customer must accept that computers, software and their associated products can be supplied in an imperfect state or can develop faults over time and that the Company’s role is to reduce the effects of such imperfections and may not be able to eliminate them.
5.4 The Customer must accept that where third party SaaS is provided that the Company will be reliant on a third party to deliver the service.
5.5 The Company cannot guarantee that any 3rd party software or SaaS including but not limited to Anti-Virus, Email, MDM, IAM and Firewall software, whether or not recommended by the Company will keep computer(s) free of errors, viruses, worms, trojans, email spam, spy ware, hacking or any other unauthorised access.
5.6 In certain circumstances when an issue exists with an aspect of the Customer’s System, the Company may recommend a solution that will require a capital cost outlay by the Customer. Such costs will not be covered by the Agreement.
5.7 The Company cannot be held responsible for being unable to provide Remote Support due to a lack of remote access to the System, when the lack of remote access results from a problem with connectivity that is beyond the Company’s control.
5.8 The Company retains the right to not install, configure or Support any software for which the Customer cannot provide / produce a valid license for.

6. Financial Liability of the Company
6.1 The Customer agrees that the Company shall not be liable for any direct, indirect or consequential losses occurring as a result of the Companies failure to meet relevant response times.

6.2 The Company’s entire liability to the Customer in respect of all matters associated with the Services shall be limited as follows:
6.2.1Nothing in this contract excludes the Company’s liability for death or personal injury arising from the negligence of the Company, its servants or agents.
6.2.2 Nothing in this contract excludes any other liability, which is prohibited from being excluded by law.

6.2.3 Except as set out above, the Company accepts no liability for and hereby excludes any liability for any consequential or indirect losses, loss of profits, loss of business, loss of goodwill or any form of special damages.

6.2.4 The Company’s liability for direct losses shall be limited to the amount paid by the Customer to the Company and all conditions, warranties or other terms whatsoever inconsistent with the provisions of this paragraph are hereby expressly excluded.

6.2.5 In the event that liability cannot be excluded, any liability shall be limited to the amount paid by the Customer to the Company in respect of the Services supplied.

6.2.6 Each of the paragraphs above shall be a separate and severable limitation and if any one or more of them shall prove for any reason ineffective to exclude any liability referred to in the relevant paragraphs the remaining paragraphs shall remain in full force and effect.

7. No Partnership or Joint Venture.
7.1 Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute any party the agent of the others. No party shall hold itself out contrary to the terms of this Section and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.

8. Force Majeure
8.1. Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, terrorist activity, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).

If a default due to an Event of Force Majeure shall continue for more than twelve [12] weeks then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an event of Force Majeure.

9. Confidentiality, Intellectual Property and Data Protection
9.1 Neither the Company or the Customer or any of its representatives, employees or customers will, without the other’s written consent , disclose to any third party any information concerning the business or method of working of the either the Company or Customer which may be revealed to it during the period of the Agreement or otherwise, except as required by law or to the extent that such information may become public knowledge or may be acquired or generated by either the Company or Customer independently from the other otherwise than by reason of a breach of this clause.

9.2 The Company will comply with all the obligations under the Data Protection Legislation as it applies to the Agreement.

10. Employees
10.1 The Company will ensure that its staff employed in the provision of the Service possess appropriate skills and experience. The Company reserves the right to replace any staff assigned to the provision of the Service.

10.2 Where any part of the Service is a professional service to be provided at the Customer’s site, the Customer will ensure that the Company staff and contractors have a safe place to work, and the Customer will notify The Company of any health and safety rules which apply to that site. The Company will use its reasonable endeavours to ensure that all the Company staff and contractors comply with such rules when working on the Customer’s premises.

10.3 The Customer will covenant and agree that for a period of twelve (12) months from the commencement of this agreement (however caused) will not solicit for employment, directly or indirectly or enter into any contract for services with any person who is or has been employed by the Company, during the term of this Agreement.

10.4 If the Customer breaches Clause (11.3), the Customer must pay the Company a sum equal to twelve (12) months’ current gross salary and cover all related recruiting and retraining expenses. The Customer agrees that this sum is a genuine pre-estimate of the loss likely to be suffered by the Company in these circumstances.

11. Risk and Title
11.1 Title to the Goods shall remain vested in the Company and shall not pass to the Customer until the purchase price for the Goods has been paid in full and received by the Customer. Until title to the Goods passes:

11.1.1 the Company shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;

11.1.2 the Company and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which {the Company reasonably believes them to be kept;

11.1.3 the Customer shall store or mark the Goods in a manner reasonably satisfactory to the Company indicating that title to the Goods remains vested in the Company; and

11.1.4 The Customer shall insure the Goods to their full replacement value, and arrange for the Company to be noted on the policy of insurance as the loss payee.

11.1.5 Irrespective of whether title to the Goods remains vested in the Company, risk in the Goods shall pass to the Customer upon delivery.

12. Damaged Goods
12.1.1 The Customer is required to notify the Company immediately if they notice any damage relating to the goods. The Company is not liable for any losses that may result from damaged goods being delivered to the Customer.

12.2 Delivery

12.2.1 Delivery of Goods shall be made by the Company to the place designated by the Customer at the time the order is accepted.

12.2.2 Delivery will be made during normal working hours unless special arrangements are requested by the Customer at the time of order.

13. Entire Agreement and Applicable Law
13.1 No addition to or modification of any provision of this Agreement shall be binding upon the parties, except as set out herein, unless made in writing and signed by a duly authorised representative of each of the parties.

13.2 If any term, clause or condition of these Terms and Conditions is in violation of any applicable law, statute or regulation, the term, clause or condition in question shall be deemed as being deleted without effect to the remainder of these Terms and Conditions.

13.3 These Terms and Conditions shall remain in full force as if the deleted term, clause or condition had not been included. The Company and the Customer will negotiate, in good faith, alternative terms, clauses or conditions to those deleted that are mutually acceptable to both parties.

13.4 Headings are included for convenience only and shall not affect the interpretation of the Agreement.

13.5 This Agreement shall be governed by, and construed in accordance with, English law.