Terms & Conditions of Service
In these Terms and Conditions of Service “the Company” means Heliocentrix Limited, “technician” means any representative of the Company whether a member of staff or an agent and “the Client” means the person or business that purchases the software licences, goods and/or services as set out in the invoice.
1. Variation of Terms
These Terms and Conditions of Service may be varied at any time by the Company, such variation to take effect 10 days after publication of such change on the Company’s website. The Company will endeavour to inform the Client of any change to these, but it is the Client’s responsibility to check the website regularly for the most recent Terms and Conditions of Service.
2. British Computer Society
All Company technicians adhere to The British Computer Society’s code of conduct and are honour bound by such code.
3. VAT & Pricing
3.1 The Company is VAT registered.
3.2 The prices shown in any correspondence, quotation and/or invoice are exclusive of VAT which, where applicable, will be added to the final total of any bill/invoice.
3.3 The Company’s services will be charged at our standard rate during the hours 09.00-17.00 Monday to Friday; at rate x 1 1/2 between 06.00-09.00 and 17.00-22.00 Monday to Friday, 09.00-17.00 Saturday and at rate x 2 at other times. Any exceptions will be notified prior to the commencement of work.
3.4 The minimum time slot charged is 15 minutes and working time will be charged on a pro-rata basis in subsequent 15 minute slots while working off site. If the Company’s technician is on site with a Client the minimum time slot charged will be one hour with subsequent 30 minute slots.
3.5 If the Company’s technician is required to visit the Client or any location more than 20 miles from the nearest Company office to the location in question, the Client will pay travelling expenses at a standard rate per mile, unless this figure be varied by separate written agreement.
3.6 Our prices are reviewed and updated periodically. Notification of price changes will be published in publicly accessible media and, so far as is reasonably practical, advised directly to the Client. Clients are advised to be vigilant and check the Company’s website periodically.
4. Fees
4.1 Invoices must be paid before the due date of the invoice.
4.2 Balances outstanding after the due date shall attract interest at the Company’s rate (see 4.5). Such interest is compoundable. The balance owed is re-calculated at the end of every calendar month subsequent to the 30 days given to pay balances.
4.3 The date a cheque is cleared/honoured is the date that payment shall be considered as received. Should a cheque, received by the Company, remain subject to clearance after the 30th day that the balance is due, condition 4.2 shall apply.
4.4 Interest is charged at 5% above the Company’s bank’s base rate. The Client may request to know the prevailing interest rate by written request.
4.5 Should an invoice go unpaid for three calendar months or more, the Company may at its own discretion invalidate any guarantee given to the Client and pursue the debt with a licensed debt recovery agent. The Client will be liable for all legal costs in respect of the recovery of any outstanding balance.
4.6 Where the Client is a corporate body, work is undertaken on the understanding that the directors will indemnify the Company for all fees charged to the Client which for any reason are not paid by the Client under the terms of this agreement.
5. Post Service/Repair Problems
5.1 Should the Client experience problems following a service/repair, the Client must provide the Company with:
(1) a written notification of the problem(s) within 10 days of discovery of the problem(s), and
(2) an opportunity to inspect said problem(s) to determine the appropriate action to be taken prior to any attempts by the Client or any third party to take corrective measures.
5.2 Failure to provide the Company with said notice and opportunity will release the Company and its representatives from any and all obligations or liability of any kind.
6. Confidentiality
6.1 The Client undertakes not to alter, distribute, copy, sell or rent any software or hardware provided by the Company or used by the Company for the purpose of carrying out any contracted task, such licence/ownership of software and/or hardware belonging to or exclusively granted to the Company for any purpose, whether or not disclosed to the Client.
6.2 The Company undertakes not to alter, distribute, copy, sell or rent any software or hardware provided by the Client or used by the Client for the purpose of running its day to day business, such software to remain the property of the Client, the Client holding exclusive rights to all such software. Any licence granted to the Company from the Client for any contracted task remains an un-exclusive right to access and use of such software, no rights of ownership being granted.
6.3 Any access to the Client’s systems, data or information remains a privileged right of access only for the purposes of carrying out any contracted task. The Company undertakes not to store, alter, distribute or keep any information on the Client’s systems except for technical information on a specific problem as asked to be resolved by the Client.
7. Termination of Service
7.1 The Company reserves the right to terminate the Service at any time for any reason, giving no less than 10 days notice prior to such termination.
7.2 The Client will be responsible for all fees up to and including the termination date, and if not on the transition of a full payment period, the final charge will be made on a pro-rata basis.
7.3 The Client may at any time in writing give 15 days notice to terminate the Contract with the Company. Any separate contract entered into for installation, repair, maintenance or dismantling of computer hardware or software will be deemed to be unaffected by the termination of the overall Service Agreement, such contract to be permitted to run for the full duration unless agreed between all parties to the said Contract.
7.4 The Client may not terminate its agreement with the Company if any fees are outstanding.
8. Licensing
8.1 Any program downloaded or purchased by the Company for the purpose of carrying out any repair or maintenance as instructed by the Client is the responsibility of the Client. Any licensing, purchase or download fees will be borne by the Client and remains the sole responsibility of the Client.
8.2 Any licences accepted by the Company on behalf of the Client for software or any other media that is or will become the property of the Client, the Client confirms willingness to be bound insofar as any licence may be transferable together with the rights and responsibilities granted or reserved thereunder.
8.3 Where licences are accepted by the Company as agent for the Client, the Client confirms willingness to be bound by the licensing agreement in place of the Company for all purposes and will indemnify the Company against any breach of licensing that may be caused through use of the software inadvertently or otherwise (or other media where applicable) by the Company in carrying out any work arranged under contract, whether or not in writing, except through a wilful default of the Company or its technicians.
8.4 The Company shall be granted the rights to use any such downloaded or purchased item, and have the benefit of any licence owned by the Client, whether or not specifically granted to the Company, for the purpose of carrying out any contracted task, whether on or off site on behalf of the Client.
9. Parts
9.1 Should the technician reveal in the course of a repair or analysis that additional hardware or software is required, the requirement will be notified to the Client and an estimate of costs shall be provided.
9.2 The technician may order the required hardware or software on behalf of the Client, but the order remains the Client’s responsibility together with all associated cost, including but not limited to retail fees, labour costs, postage fees and reasonable profit mark-up.
9.3 The Company, together with its technicians, accepts no liability for any loss incurred as a result of defective equipment being installed, its defect being unable to be reasonably foreseen by the Company or its technicians, or if such equipment is requested to be installed by the Client after the Client has been made aware of any potential defect. Exempted from this exclusion clause is any wilful default by the Company or its technicians, or any loss incurred by way of a defect for which notice was given to the Company, such notice having been ignored resulting in an action in tort only.
10. Privacy Policy
10.1 During the course of service the Company may collect information from the Client, some of which may be of a confidential nature. This may include names, addresses and bank details as appear on the Client’s systems at any given time. Any information collected for the purpose of a contracted task will be used only in connection with that task and will be securely disposed of (deleted) within 10 days of the contracted task being completed.
10.2 The Company is registered under the Data Protection Act 1998. The information provided by the Client to the Company will be used solely for the purpose of fulfilling the Company’s instructions from the Client. In the event that information has to be provided to a third party, a written request will be made from the Company to the Client for permission to disclose any sensitive information.
10.3 Any personal, privileged or sensitive information obtained will not be used in connection with any act other than the contracted task unless requested by the Client in writing or by the Company’s request in writing to the Client and upon a receipt from the Client that the same may be permitted.
10.4 Cookies may be utilised on the Company’s website. Cookies are small files which many websites transfer to your hard disk. They can inform the website what pages you visit and your preferences, which enable websites to provide you with a more personalised service. You can set your browser to refuse cookies or to warn you before accepting them. At any given point, the Company may or may not be using cookies, but the site is accessible even if your cookies are turned off.
10.5 All materials contained in the Company’s literature and media (including its website) are the copyright of the Company or are reproduced with permission from other copyright owners. All rights are reserved. The materials contained in the Company’s literature or media may be retrieved and downloaded solely for personal use. No materials may otherwise be copied, modified, published, broadcasted or otherwise distributed without the prior written permission of the Company. Any articles published are the opinions of the author and do not represent the views of the Company.
10.6 Links, contacts and third party referrals - Links to websites, referrals to other professional services and third party contacts are provided by the Company in good faith and for information purposes or under personal recommendation by a Company’s technician. The Company takes no responsibility for the materials contained in any website linked to its own website, nor the actions of any third party recommended by the Company or one of its technicians.
11. Exclusion of Liability & Disclaimer
11.1 The Company accepts no liability for the loss or damage of any equipment ordered on behalf of the Client but not in the Company’s possession at the time of its damage or destruction, i.e. in the process of transit from a third party such as a manufacturer of computer components. After delivery the Client is responsible for protecting the goods against loss or damage.
11.2 The Company accepts no liability for any loss incurred by the Client as a result of the damage or destruction of any item installed by, repaired by or maintained by the Company except by the negligence of the technician responsible for the installation, repair or maintenance, or the wilful default of the Company or its technician.
11.3 The Company accepts no liability for any loss of information, business or profit resulting from any installation, maintenance, repair or dismantling of any hardware or software, on or off site, unless such loss is of a direct consequence of wilful default of the Company or its technician, or by the negligence of the Company or its technician.
11.4 The Company accepts no liability whatsoever for loss of data as a result of any service provided, unless the Client has requested a backup be made prior to installation. It is assumed by the Company that if a backup is not requested, that one has already been made and as such the Company is not bound to be vigilant against such potential loss of data. Excluded from this clause is the wilful default of the Company or its technician, but not any third party agent whose access to equipment and software has been granted by the Client, whether or not in writing.
11.5 Any payout by the Company in respect of any damaged or destroyed software or hardware is not acceptance of liability.
12. Governing Law & Jurisdiction
These Terms and Conditions of Service shall be governed by and are construed in accordance with English Law. Disputes arising in connection with these Terms and Conditions of Service shall be subject to the exclusive jurisdiction of the English courts.
13. General
13.1 Reference to ‘days’ are working days excluding Bank Holidays and public holidays.
13.2 Service of Notices must be by first class post to the address of the Company or Client as set out in the Particulars of Contract. Notices may be deemed served two days after posting – proof of posting will be required.
13.3 Notices are accepted by e-mail under the condition that a Notice is only deemed served/received if the recipient acknowledges receipt.
13.4 Any delay in the Company exercising any rights created by these Terms and Conditions of Service does not impair the Company’s rights or waive those rights.
13.5 Every term and condition contained herein is severable and separate from every other term and condition and if at any time any term or condition becomes invalid, illegal or unenforceable all other terms and conditions shall remain in effect as if the invalid illegal or unenforceable term had never been present.
13.6 Where the Client is two or more entities agreement to these Terms and Conditions of Service is jointly and severally.
13.7 The Company undertakes no other Term or Conditions of Service unless specifically agreed in writing by a director of the Company.
13.8 Only the parties to these Terms and Conditions of Service may seek to enforce them under the Contracts (Rights of Third Parties) Act 1999.
13.9 The Client may not assign, sub-licence or otherwise transfer any of its rights under these Terms and Conditions of Service.
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