TOUCHLINES LIMITED

STANDARD TERMS AND CONDITIONS

The following sets out the terms and conditions upon which Touchlines agrees to provide IT support and management services to Clients. All Clients shall be required to enter into a Client Contract but until the same is fully executed these Terms and Conditions (as the same may be varied from time to time) shall apply.

1. Definitions

In these Terms and Conditions, the following words and expressions shall have the following meanings:-

1.1 “Business Day” shall mean Monday to Friday inclusive (excluding public holidays) between the hours of 09.00 and 17.00 GMT;

1.2 “Client” shall mean any company, person or entity for whom Touchlines provides the Services set out in these Terms and Conditions;

1.3 “Client Contract” shall mean a written agreement between Touchlines and the Client incorporating these Terms and Conditions and the Special Terms;

1.4 “Employees” shall mean the directors and employees of the Client as notified to Touchlines by the Client from time to time;

1.5 “Equipment” shall mean the Client’s server equipment, operating software, personal and laptop computers, hand-held data storage, communication and processing devices, scanning and peripheral equipment, operating and networking software required to operate, interconnect or activate such devices, all applications legitimately in use on the Client’s personal and laptop computers and handheld devices all as utilised by the Client as part of its day-to-day business;

1.6 “Fee” shall mean the sum set out in the Special Terms payable by the Client to Touchlines as provided in clause 4 below;

1.7 “Additional Fee” shall mean the sum of seven hundred and fifty pounds (£750) per day plus VAT thereon payable by the Client to Touchlines as set out in clause 4.5 below;

1.8 “GDPR” shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation);

1.9 “Services” shall mean those IT and related services set out in clause 2 below;

1.10 “Special Terms” shall mean such other terms not included herein as shall be agreed in good faith between Touchlines and the Client and incorporated into the Client Contract including without limitation details of the Fee, the Term and any other terms not specifically provided for in these Terms and Conditions;

1.11 “Term” shall mean the period set out in the Special Terms;

1.12 “Terms and Conditions” shall mean Touchline’s standard terms and conditions as set out herein.

1.13 “Touchlines” means Touchlines Limited, a company registered in England under number 05575133, with registered address at 4 Mount Mews, High Street, Hampton, TW12 2SH;

1.14 “Third Party Data” shall mean the personal data of third parties which is processed by the Client from time to time during the Term.

  1. Provision of IT Services

2.1 Touchlines shall provide the following Services to the Client during the Term:-

2.1.1 the ongoing management and upkeep of the Client’s IT Equipment; and

2.1.2 the provision of comprehensive so-called ‘helpdesk’ IT support to the Client and its Employees which shall include but not be limited to the identification and resolution of network and system issues and the recommendation and provision (at the Client’s sole cost) of hardware and/or software to assist the Client and its Employees to carry out their duties and tasks provided always that any recommendation shall in no event be deemed a warranty (express or implied) as to the suitability or fitness for purpose of such hardware and/or software; and

2.1.3 regularly maintaining and updating the Client’s Equipment and the recommendation of any new systems, equipment and technologies provided always that any recommendation shall in no event be deemed a warranty (express or implied) as to the suitability or fitness for purpose of any such system, equipment or technology.

Email filtering and on-line back-ups are specifically excluded from the Services unless otherwise agreed in the Special Terms.

2.2 In addition, Touchlines shall provide such other duties and tasks as may be agreed in writing from time to time between the parties consistent with Touchlines’s area of expertise (subject always to clause 4.5 below).

2.3 Notwithstanding the foregoing, Touchlines shall not be responsible for providing the Services in respect of new Equipment not purchased by Touchlines on behalf of the Client or where Touchlines’ recommendations have not been followed with respect to the replacement or updating of existing Equipment or systems.

2.4 Touchlines shall not be responsible for obtaining or maintaining software licences which shall be the Client’s sole responsibility.

2.5 The Client hereby acknowledges that problems caused by the negligence of the Client and/or its Employees shall not be treated as a priority.

  1. The Client’s Obligations

The Client shall:

3.1 ensure the prompt payment of the Fee and expenses provided for in clause 4 below; and

3.2 use its best endeavours to ensure compliance by its Employees of the recommendations of Touchlines in relation to the use of the Equipment including without limitation maintaining adequate temperature controls; and

3.3 provide adequate office space and such amenities as are necessary for Touchlines to effectively provide the Services hereunder; and

3.4 ensure that any and all necessary software licences are in place at all times; and

3.5 ensure that all data and documents on the Client’s servers and network are backed up on a regular basis and in any event no less than once per week.

  1. Consideration

4.1 In consideration of the Services rendered by Touchlines hereunder the Client shall pay to Touchlines the Fee which shall be payable one (1) month in arrears upon the Client’s receipt of an appropriate VAT invoice.

4.2 The Client shall promptly reimburse Touchlines for all reasonable expenses incurred by Touchlines in providing the Services hereunder, including, without limitation the following:-

4.2.1 travel expenses outside of London;

4.2.2 accommodation costs outside of London;

4.2.3 daily subsistence expenses outside of London.

4.3 The Client shall promptly reimburse Touchlines for all third party expenses incurred on the Client’s behalf including without limitation in respect of email filtering and on-line back-ups if included as part of the Services in the Special Terms.

4.4 For the avoidance of doubt, the Client shall be solely responsible for the cost of updating, repairing or replacing the Client’s Equipment in addition to any Fees or expenses payable to Touchlines hereunder.

4.5 In the event that Touchlines provides additional services as provided in clause 2.2 above the Client shall pay to Touchlines the Additional Fee (save where an alternative fee has been agreed in writing) which shall be payable within fourteen (14) days of the Client’s receipt of an appropriate VAT invoice.

  1. Confidentiality

Neither of the parties hereto will disclose to any third party (other than their professional advisors under a similar duty of confidentiality or a court) any matters pertaining to the confidential business of the other party including, without limitation, the amount of any Fee and/or expenses payable to Touchlines hereunder.

  1. Data Protection

6.1 If the Client provides Touchlines with personal data of any description such data will be held and processed by Touchlines strictly in accordance with the provisions of the Data Protection Act 2018 and the GDPR. Such data will be used by Touchlines for the provision of the Services hereunder, billing, administrative purposes and for other related purposes, such as to inform the Client about Touchline’s services and events.

6.2 Touchlines will not, without the Client’s consent, supply the Client’s name and address to any third party except where such transfer is a necessary part of the Services or Touchlines is required to do so by operation of law.

6.3 It is hereby acknowledged and agreed that the provision of the Services hereunder will necessarily involve the processing by Touchlines of Third Party Data. With respect to all Third Party Data the Client hereby warrants, represents and undertakes in each instance that:

6.3.1 the data subject has consented to the processing of his or her personal data;

6.3.2 the Client has implemented appropriate technical and organisational measures to ensure and to be able to demonstrate that the Client’s processing of such data has been performed in accordance with the GDPR and that those measures shall be reviewed and updated where necessary;

6.3.3 the Client and not Touchlines shall be and shall remain throughout the Term the “controller” (as defined in the GDPR) of such data and shall be responsible for implementing all steps required to be implemented to safeguard the same;

6.3.4 the Client shall be solely responsible for any infringement of or failure to comply with the Data Protection Act 1998 and/or the GDPR and/or any other data protection legislation in force from time to time during the Term and will take all steps necessary under the GDPR in the event of a data breach including without limitation any necessary documentation, notification and communication; and

6.3.5 the Client hereby indemnifies Touchlines and holds it harmless against any and all claims, costs, proceedings, demands, losses, damages or expenses resulting directly or indirectly from or by reason of any breach or alleged breach by the Client of any data protection legislation or failure to comply with the Data Protection Act 1998 and/or the GDPR.

6.4 All personal data, whether that of the Client or Third Party Data, shall be processed by Touchlines in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures sufficient to meet the requirements of the GDPR.

  1. Termination

7.1 Either party may terminate the Client Contract and/or these Terms and Conditions forthwith upon written notice to the other party in the event that:

7.1.1 the other party becomes or is likely to become insolvent or is adjudicated bankrupt or makes an arrangement or composition with its creditors, or has a winding up petition made against it, or has a liquidator or receiver appointed or enters into liquidation either voluntary or compulsory other than for the purpose of amalgamation or reconstruction; or

7.1.2 the other party is in material breach of the Client Contract and/or these Terms and Conditions which is capable of remedy and is not remedied within thirty (30) days after written notice of such breach.

7.2 In the event that the Client fails to pay any invoice by the due date in accordance with clause 4.1 above and fails to pay the same within five (5) working days of being requested by Touchlines in writing to do so, Touchlines in its absolute discretion shall have the right to terminate the Client Contract and/or these Terms and Conditions with immediate effect.

7.3 Any termination of the Client Contract and/or these Terms and Conditions (however occasioned) shall be without prejudice to any rights or remedies arising under the Client Contract and/or these Terms and Conditions or in law and shall not affect any accrued rights or liabilities.

7.4 Termination shall not affect the obligation on the Client to pay for Services properly rendered prior to termination or incurred following termination at the request of the Client.

7.5 In the event of termination for any reason the Client agrees to reimburse Touchlines on demand for any remaining charges due pursuant to unexpired third party agreements including without limitation in respect of on-line back-ups and email filtering if included as part of the Services in the Special Terms.

7.6 If any of the events referred to in clause 7.1.1 arise in respect of the Client, Touchlines shall be entitled to enter the Client’s property and remove all hardware and equipment for which Touchlines has not been paid in full.

  1. Liability

8.1 In no event shall Touchlines be liable to the Client for any loss of profit, data, system failure, system down time, or accidental damages save where such loss or damage is caused by the wilful misconduct of Touchlines.

8.2 Touchlines shall have no liability in respect of equipment purchased on behalf of the Client.  The Client acknowledges that such equipment is subject and limited to the warranties and/or guarantees (if any) provided by the manufacturer upon purchase.

  1. Personnel

Touchlines and the Client agree that nothing in the Client Contract or these Terms and Conditions and/or their termination shall render any of Touchlines’ employees, agents or subcontractors an employee, worker, agent or subcontractor of the Client and/or give rise to any contractual or employment relationship between such employee and the Client.

  1. Force Majeure

Neither party shall be liable for any inability to perform any obligation under these Terms and Conditions where such inability is caused by civil war, riot, act of terrorism, cyber attack, revolution, sabotage (industrial or otherwise), Act of God, explosion, fire, labour disputes or strikes, fuel shortage, blockade, or acts of government or non-governmental authority not within the reasonable control of the party claiming to be affected.

  1. Notices

Any notices to be served hereunder shall be served by hand or by pre-paid, registered or recorded delivery post upon the relevant party at the addresses set out in the Client Contract or, if none, at their then current registered or trading address. Such notices shall be deemed served within forty eight (48) hours after posting or on the day of service if by hand.

  1. Miscellaneous

12.1 The Client Contract and these Terms and Conditions shall be binding upon and shall enure to the benefit of Touchlines and the Client and their respective heirs, personal representatives, successors and assigns.

12.2 No failure or delay in exercising any rights or remedies pursuant to these Terms and Conditions shall constitute a waiver of any other right or remedy pursuant hereto. Resort to one form of remedy shall not constitute a waiver of other available remedies.

12.3 Unless the context otherwise requires, whenever used in the Client Contract or these Terms and Conditions, the singular shall include the plural the plural shall include the singular.

12.4 A ruling by any court or recognised authority that one or more of the provisions contained in the Client Contract or these Terms and Conditions is illegal, invalid or unenforceable in any respect shall not affect any other provision of the Client Contract or these Terms and Conditions. Thereafter, the Client Contract and/or these Terms and Conditions shall, subject to the ruling of the court, be construed as if the invalid, illegal or unenforceable provisions had not been included.

12.5 The parties are independent entities and nothing contained in the Client Contract or these Terms and Conditions shall constitute the parties as principal and agent, partners, joint venturers, or employer and employee.

12.6 The Client Contract and/or these Terms and Conditions constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations of any kind with respect thereto.

12.7 The Client shall not be entitled to assign or transfer the Client Contract or these Terms and Conditions or any rights or obligations hereunder without the prior written consent of Touchlines.

12.8 Save to the extent expressly set out herein the Client Contract and/or these Terms and Conditions are not intended to nor shall they create any rights, entitlements, claims or benefits enforceable by any person other than Touchlines or the Client.  Accordingly, save to the extent expressly set out in the Client Contract or these Terms and Conditions, no person shall derive any benefit or have any right, entitlement or claim in relation to the Client Contract or these Terms and Conditions by virtue of the Contract (Rights of Third Parties) Act 1999.

12.9 These Terms and Conditions and any Client Contract shall be governed and construed in accordance with the laws of England and Wales and the English courts shall be the courts of exclusive jurisdiction.