These conditions together with the provisions of the Agreement or a Scope of Work (SOW) are the only contractual terms upon which Jigsaw Systems Limited (Trading as Jigsaw24) whose trading address is 40 High Church Street, Nottingham NG7 7JA, and whose registered office is at 40 High Church Street, New Basford, Nottingham, NG7 7JA (registered with company number 2682904 and registered for VAT purposes with number 610706674) (“Jigsaw24” or “we” or “us”) is prepared to deal with its customers in connection with the supply, by us, of user support, hardware support, equipment support and network support. They shall govern all contracts for the supply of such support to the exclusion of any other contractual terms, including any which a customer attempts to introduce. If you have any questions regarding the terms and conditions please contact us on 0333 257 9321 or email us by clicking here.
All words and expressions undefined in these conditions will have the meaning given to them in the Agreement or SOW. The following words and expressions used in these conditions will have the following meanings:
An optionally associated agreement schedule taking the place of the SOW in forming part of the Contract.
The contract for the provision by us of user support, hardware support, equipment support or network support formed by the Customer signing the Agreement or SOW which contract is governed by these conditions and the provisions of the Agreement or SOW.
Each item of equipment listed in the Equipment List but excluding, unless otherwise agreed in writing with us, any software, removable media or consumable items used in connection with the Equipment.
A list of equipment supported.
Any defects in the Equipment (which as at the Start Date is not brand new and/or not covered by a manufacturer’s warranty) notified to the Customer prior to the Start Date.
“Remote Server Support”
In respect of the Support, the services provided by us by remotely accessing the Customer’s server or systems.
“Statement of Work (SOW)”
The associated SOW forming part of the Contract in the absence of an Agreement.
The description of the Support appended to the SOW or the Agreement.
A list of supported Customer users.
Our working hours, namely the hours between 8:30 am and 6:00 pm (UK time) daily excluding Saturdays, Sundays and Bank, Public and Statutory Holidays in England and Wales.
The Contract shall (once the Agreement or SOW has been signed by the Customer) come into effect on the Start Date and subject to these conditions will continue in force for the period set out in the Agreement or SOW.
3.1 In consideration of the payment of the charges in the associated Agreement or SOW we agree to provide the Support in accordance with the Specification and these conditions.
3.2 Where we have agreed with the Customer in writing to provide support services in respect of software, the terms of this support shall be governed by this Contract, subject to any special conditions set out in the Agreement or SOW.
3.3 Any support services over and above those referred to in condition 3.1, and over and above those conditions 4.2, 5.3 and 9 where these optional services are included in the Contract and specified in the associated Agreement or SOW, shall be:
3.4 Unless specified otherwise in the associated Agreement or SOW, stated response times are calculated in Working Hours from the time that we receive notification from the Customer of any defect in the Equipment. We will keep a record of the time that we receive such notification and such record will be accepted by the Customer as conclusive proof of the time of such notification.
4.1 This is an optional service component and is not included in all agreements and SOWs. If it is included as a component of the Specification in the accompanying Agreement or SOW, then the following Terms and Conditions under clause 4 apply.
4.2 In consideration of the payment of the maintenance charges and other charges set out in any Equipment List (the “Charges”) we agree to provide preventive and emergency maintenance of the Equipment (the “Support”) in accordance with the Specification and these conditions.
4.3 Payment of the Charges covers the provision by us of labour, replacement and loaned parts and all costs necessary for carrying out the Support.
4.4 Should the Customer purchase any additional equipment then we may extend the Support to such additional items upon payment of an additional charge for those additional products, commensurate to the additional services which we shall have to supply as a result of such additional products being used by the Customer.
4.5 The Customer may only request removal of Equipment from any Equipment List upon at least 90 days' notice of the expiry of the Initial Period (or any renewal). The Customer shall notify us of this in Writing and Support will no longer be provided in respect of this Equipment from the Expiry of the Initial Term (or any renewal).
4.6 We may review and increase or decrease the Charges on each anniversary of the Start Date.
5.1 This is an optional service component and is not included in all agreements or SOWs. If it is included as a component of the Specification in the accompanying Agreement or SOW, then the following Terms and Conditions under clause 5 apply.
5.2 Where Emergency Onsite Maintenance is included in the Agreement or SOW, we shall use our reasonable endeavours to ensure that an engineer arrives at the Customer Location within the appropriate response time set out in the Specification or otherwise agreed.
5.3 In consideration of the payment of the maintenance charges set out in any Equipment List (the “Charges”) we agree to provide preventative and emergency maintenance of the Equipment (the “Support”) in accordance with the Specification and these conditions.
5.4 The Support shall comprise:
5.5 If under clause 5.4, replacement parts are fitted by us, such replacement parts shall become the property of the Customer at no additional cost and any parts removed under clause 5.4 shall become our property once the parts have been removed.
5.6 Emergency maintenance will only be carried out during Working Hours unless otherwise agreed. If any such maintenance is carried on outside Working Hours, the provision of such maintenance shall be subject to the availability of qualified engineers and the Customer shall pay our then current man-hour rate (as notified to the Customer) provided that any such charges shall be for a minimum of two hours per call per man. The time to be charged will include the necessary travel time to and from the Customer Location.
6.1 During the continuance of the Contract, the Customer shall:
7.1 We shall be under no liability to:
7.2 We will not be held responsible for any data corruption or loss, howsoever caused. Should any such data loss occur, we will make reasonable efforts to recover secured data only, but not for re-keying of data lost which has not been secured on restorable tape or disk. If third party specialist data recovery services are required, then it is the Customer’s responsibility to cover the cost for this.
7.3 When supplying the Remote Support:
7.4 Both we and the Customer shall treat as confidential all information obtained from the other pursuant to or in contemplation of the Contract, and shall not disclose such information to any person (except to its own employees and, in our case, its sub-contractors and then only to those employees or sub-contractors who need to know the same) without the other’s prior written consent. This obligation shall not, however, extend to any information which was rightfully in the possession of the receiving party prior to the commencement of negotiations leading to the Contract, which is already public knowledge or becomes so at a future date otherwise than as the result of a breach of this clause 7.4, or which is trivial or obvious.
7.5 We shall comply with all applicable data protection laws and regulations in respect of any personal data (as such expression is defined in the Data Protection Act 1998) controlled or processed by us in connection with the provision of the Support and any other service provided by us under the Contract
7.6 When supplying Software Support
8.1 When supplying support for Equipment or software the Customer acknowledges that the Equipment or software may in time reach the point at which a major overhaul is required to ensure its continued maintainability. Such major overhaul (as opposed to continuing maintenance) is not within the scope of Support provided under this Contract. Accordingly if in our reasonable opinion the Equipment or software shall require such an overhaul then we shall notify the Customer in writing and provide a quotation for carrying out such overhaul. If the Customer does not within 28 days authorise the overhaul in writing, we may at any time after the expiration of that 28 days by notice in writing to the Customer vary the Contract by withdrawing the Equipment concerned from the Equipment List, or by withdrawing support for the software from the Specification, or by charging an additional service charge for continued maintenance of that Equipment or software at a rate to be determined by us.
8.2 When supplying support for Equipment the Customer acknowledges that the Equipment or software may in time reach the point at which the Equipment is beyond economic repair. Examples of this would be:
9.1 Where Repairs are included in the Agreement or SOW, we shall use all reasonable endeavours to ensure that an engineer arrives at the Customer Location within the appropriate response time set out in the Specification.
9.2 All repairs of Equipment shall be carried out in such a manner as to meet the manufacturer’s available technical specification, wherever possible.
9.3 Repairs shall only be carried out in respect of Equipment that has become unserviceable due to defects recognised by the manufacturer as a fault, or as an alternative, where we deem the Equipment to have such a fault.
10.1 The maintenance charge set out in the SOW shall be invoiced by us and paid by the Customer in advance of the Start Date. All sums due under the Contract shall be paid without any deduction or set off.
10.2 If any payment due under this Contract is not made by its due date then we may without prejudice to any other of our rights and remedies do any of the following:
10.3 We may recover from the Customer an amount equal to any increase in service or support costs which we incur from any sub-contractors that we engage under the Contract.
11.1 We may terminate the Contract immediately by giving written notice to the Customer if the Customer:
11.2 Termination howsoever occasioned shall not affect the accrued rights or liabilities of either party nor shall it affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
12.1 When supplying Support or maintenance of Equipment, no persons other than our employees or sub-contractors shall be allowed by the Customer to service, maintenance or repair or attempt to maintain/repair the Equipment save for those named members of the Customer’s staff which we have approved in writing may carry out such routine maintenance and cleaning of the Equipment as we may specify.
12.2 The Customer shall ensure that all operators and managers of the Equipment are properly trained and that the Equipment is used only in accordance with the manufacturer’s recommendations in respect of environment, media, ancillary equipment and operating procedures. The Customer has those matters under its control and accordingly the Company shall not be liable to provide Support where any defect has arisen through failure to observe such recommendations or through continued use of the Equipment after the Customer becomes aware of the defect or of a defect in any part of a system of which the Equipment forms a part.
13.1 Subject to the limitations upon its liabilities set out in this clause 13, we warrant to the Customer that we will perform the Support with reasonable care and skill. The Customer shall give notice to us as soon as it is reasonably able upon becoming aware of a breach of this warranty and subject to the Customer complying with this obligation and providing (where possible) a documented example of the relevant defect or failure, we shall remedy any breach of such warranty by the provision of remedial services free of charge. We shall have no liability or obligation under the said warranty or obligation other than to remedy breaches of the same in accordance with this clause.
13.2 Subject to clause 13.1, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the provision of the Support or any other services under the Contract are excluded to the fullest extent permitted by law.
13.3 This clause 13 states our only liability to the Customer under or in connection with the Contract.
13.4 Without prejudice to clause 13.6, we will not be liable to the Customer by way of representation (unless fraudulent), common law duty or under any express or implied term of the Contract for:
13.5 Where not already defined in the Agreement, our entire liability under or in connection with the Contract shall not exceed one and a half times the Charges for the previous 12 months.
13.6 Notwithstanding any other term of these conditions our liability to Customer for death or personal injury resulting from our negligence or that of our employees, agents or subcontractors is not limited save that this clause 13.6 shall not confer a right or remedy on the Customer to which it would not otherwise be entitled.
13.7 We shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of our obligations under the Contract if the delay or failure was due to any cause beyond our reasonable control, including but not limited to industrial action, war, fire, prohibition or enactment of any kind or any act or omission of the other party.
13.8 We may recover from the Customer an amount equal to any charges which we incur as a result of the late return, non-return, or incorrect return of an advanced exchange unit from a Customer.
14.1 Paragraph headings used in these conditions are for convenience only and are not intended to affect the interpretation of this Agreement. Unless the context requires otherwise, the singular shall include the plural and vice versa. References to any statute in these conditions shall include any amendment, variation or replacement to the same.
14.2 The Contract shall be binding upon and endure to the benefit of the parties and their legal successors but shall not be assignable by the Customer without our prior written consent. We may license or sub-contract all or any part of its obligations under the Contract freely without the consent of the Customer.
14.3 No waiver by us of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
14.5 The Contract shall be governed by the laws of England and the Customer agrees to submit any dispute arising in connection with it to the non-exclusive jurisdiction of the English courts.
14.6 The terms of the Contract constitute the entire agreement between the parties relating to its subject matter and supersedes all prior proposals, arrangements and understandings, whether oral or written. The provisions of The Contracts (Rights of Third Parties) Act 1999 are expressly excluded from the Contract.
14.7 No variation or addition to the terms of the Contract shall be binding upon us unless agreed in writing by one of our directors.
Jigsaw Support Services
40 High Church Street, Nottingham, NG7 7JA.
03332 400 100
Registered in England and Wales
2682904, VAT no. 610706674