Terms and Conditions of Business for Disaster Recovery Contracts, May 2018

AGREEMENT:

1. This agreement is made between Core Consultancy Limited whose registered address is 46 Camden Road, London NW1 9DR, and the ‘Customer’, whose details are shown on the Order Confirmation Form.
2. The Contract Term is for the period as defined in the Order Confirmation Form.
3. At the end of the Contract Term, this agreement will automatically renew for a period of 12 months. This agreement can be terminated at any time provided that written notice of six month’s is given, subject to the minimum Contract Term.
4. Either party may terminate this agreement immediately in the event that the other party commits an act of bankruptcy or goes or is put into liquidation or has a receiver appointed over all or any part of its business or assets, or if an Administration Order is made in respect of it.
5. The Server Matrix forms part of this agreement. This is a server matrix schedule, which lists the names of all protected servers which Core Consultancy Limited has the responsibility for backing up and protecting.  Any variation to the schedule can only be made using Core Consultancy Limited’s standard change control form by the Customer or their appointed representative.

OUR OBLIGATIONS:

6. In the event of a ‘disaster’, Core Consultancy Limited will endeavour to restore the data within the shortest timescale to ensure that any disruption to your business is minimal. We aim to provide access to recovered systems to meet the Customer’s business objectives, but system and data recovery cannot be guaranteed in the event of circumstances beyond the control of Core Consultancy Limited.
7. Data recovery service will be provided to the Customer 24 hours a day, 365 days a year.
8. To ensure that the data transfer takes place and to notify the Customer of any problems.
9. Core Consultancy Limited shall not be responsible for any issues that may arise from the installation of software for the provision of replication services.
10. Evening work scheduled after 6pm and any weekend work may be chargeable.
11. Core Consultancy Limited will arrange for all licencing used within any systems that it supplies as part of the disaster recovery contract.
12. The obligation to Core Consultancy Limited in the event of a disaster is to recover your data to a loan server(s) in the Data Centre. Reinstallation of the loan server(s) into a working environment at Customer site, following a disaster, is not covered and as such may be chargeable.
13. The disaster recovery service backs up all data as defined from all designated servers, as stated in the Server Matrix.
14. Core Consultancy Limited shall not be responsible for the interruption of data transfer due to external forces.
15. Core Consultancy Limited reserves the right to vary the technical specification as required, as long as this does not impair the service to the Customer.
16. If, at Core Consultancy Limited’s sole discretion, Core Consultancy Limited judges that it is reasonable to do so for the purposes of repair, maintenance or improvement of the Equipment, Software and/or Service or any part thereof, Core Consultancy Limited reserves the right to suspend provision of the Service or any part thereof for the purpose of carrying out or implementing such repair, maintenance or improvement, provided that in the event of such suspension Core Consultancy Limited will use its reasonable endeavours to ensure that reasonable notice is given to the Customer and minimum disruption to the Service is caused.
17. No purchases or repairs shall be undertaken, without prior confirmation from the Customer.
18. No contract(s) or arrangement(s) shall be entered into with any third party, on behalf of the Customer by Core Consultancy Limited, without prior confirmation from the Customer.

CUSTOMER OBLIGATIONS:

19. The Customer shall ensure that its own computer hardware, software and equipment are fully operational at the commencement date and shall ensure that these are properly and correctly supported with regard to general maintenance and general product updates.
20. The Customer is responsible for ensuring that they can restore their system should any issues arise from the installation of software for the provision of replication services.
21. It is the Customer’s responsibility to ensure that licenses for any software used, other than those supplied by Core Consultancy Limited (see point 11 above), are valid and cover the correct number of users.
22. It is the obligation of the Customer to ensure that all data required to be backed up is in the Server Matrix.
23. It is the obligation of the Customer to notify Core Consultancy Limited of any configuration changes in writing via a change control form.
24. The Customer is to ensure there is an ‘in-house’ dedicated member of staff to understand the back up process and obligations of the Customer and to adhere to them.
25. The Customer is responsible for securely storing, managing and using any encryption keys or passwords.
26. Core Consultancy Limited will not accept responsibility for any impact caused by the Customer loading software or reconfiguring hardware or software, or the reorganisation of the data structure without its prior knowledge. Any remedial work necessary as a result will be chargeable.
27. If any third party hardware/software/upgrades are introduced into the Customer’s business that are outside of the existing support agreement, and require changes to the data storage set up to be made by Core Consultancy Limited – then this will be chargeable.
28. It is the Customer’s responsibility to ensure there is a continuous internet connection for the data transfer. The amount of data transferable may be limited to the bandwidth and any subsequently required upgrades and associated costs are the responsibility of the Customer. Should the Customer require Core Consultancy Limited to manage this, then this would be chargeable at an agreed rate.
29. Any repair work undertaken on the Customer’s behalf on equipment not covered by warranty or Core Consultancy Limited maintenance is chargeable for parts and labour. It is the Customer’s responsibility to reimburse either Core Consultancy Limited or relevant third party for these costs.
30. The Customer will reimburse Core Consultancy Limited for any purchases that are necessary for the support and running of the computer systems. No expenses shall be incurred without prior confirmation from the Customer.
31. No contract(s) or arrangement(s) shall be entered into with any third party, on behalf of Core Consultancy Limited by the Customer, without prior written confirmation from Core Consultancy Limited.
32. The Customer undertakes not to use the service for any illegal or unlawful purpose or in a manner which constitutes a violation or infringement of the rights of any other party.
33. The Customer acknowledges that it has read this agreement, understands it and agrees to be bound by its terms and conditions.

INTERNET AND INTERNET SERVICE PROVIDERS:

34. It is the Customer’s responsibility to ensure that all fees relating to the Internet and Internet service Provider are paid in full to ensure that the connection is maintained.
35. If the Customer’s connection to the Internet fails and any data transfer fails as a result, then this is the responsibility of the Customer.
36. Any costs related to the Internet, including call charges, are the responsibility of the Customer.
37. Any problems and/or data loss arising as a result of the ISP and/or internet connectivity are not the responsibility of Core Consultancy Limited, and as such Core Consultancy Limited shall not be liable for any data or financial loss incurred by the Customer.
38. Any work necessary as a result of changes to Internet Service Provider (ISP), including moving ISP, may be chargeable.

PAYMENT:

39. The monthly data storage charge is fixed for the duration of the contract (subject to volume of data) and is payable quarterly in advance by standing order.
40. Monthly support costs shall be increased accordingly should the volume of data backed up by Core Consultancy Limited for the Customer exceed the limit agreed in this customer contract, as detailed in the signed Order Confirmation Form. Any software/hardware upgrades required as a result of this will be chargeable.
41. Payment Terms – all invoices must be paid within 30 days from the date received.
42. Core Consultancy Limited reserves the right to charge interest or an administration fee for any overdue invoices.
43. Core Consultancy Limited reserves the right to withdraw support and or data storage facilities until all outstanding invoices have been paid in full.
44. VAT will be charged at the current rate on all invoices.

CONFIDENTIALITY:

45. All data sent and received from either party is confidential and must not be passed on to any third party
46. Data transferred will be encrypted.

LIMITATION OF LIABILITY:

47. No liability for consequential damages. In no event shall Core Consultancy Limited or its suppliers be liable to the Customer for any consequential, special, incidental or indirect damages of any kind arising out of the delivery, performance or use of any software or hardware, even if Core Consultancy Limited has been advised of the possibility of such damages.  In no event will Core Consultancy Limited’s liability for any claim, whether in contract, tort or any other theory of liability, exceed the support charge paid by the Customer, if any.
48. Core Consultancy Limited shall not be liable for any delay or failure in performing any service caused by an error in any information provided by the Customer.
49. The liability of Core Consultancy Limited to the Customer or Customer’s employees, agents, subcontractor, clients or any other person under or in connection with the Contractual Documents shall be limited by the provisions of these Terms and, in particular, this section (Limitation of Liability).
50. Except for death or personal injury resulting from the negligence of Core Consultancy Limited or its employees, Core Consultancy Limited’s total liability to the Customer under or in connection with the Contractual Documents (including, without limitation, arising out of any delay in commencing this Service) shall be limited to the total annual charge payable.
51. Notwithstanding any other provision of the Contractual Document, in no circumstance shall Core Consultancy Limited be liable to the Customer under or in connection with the Contractual Documents or otherwise for:
52. 51.1 Any loss or corruption of data (whether temporary or permanent)

51.2 Consequential, indirect or incidental loss

51.3 Inability to restore data due to the loss of the Customer’s encryption keys

52. Notwithstanding anything to the contrary in this Agreement, neither party’s liability to the other for:
    • Death or personal injury caused by the negligence of the other, its employees, agents or subcontractors; or
    • Under part 1 of the Consumer Protection Act 1987

52.3 Fraud (including without limit, fraudulent misrepresentation) shall be limited in any way (but nothing in this clause confers any right or remedy upon a party to which it would not otherwise be entitled).

MISCELLANEOUS:

• If any hardware is replaced, the loading or reloading of all relevant software will be chargeable.
• Core Consultancy Limited reserves the right to use consultants, maintenance companies and third party suppliers for support and consultancy, if required, at their discretion.
• Neither party shall be liable to the other for failure or delay in performing its obligations due to Force Majeure (which shall include but not be limited to Government action, war, riot, civil commotion, fire, flood, epidemic, labour dispute, inability or delay in obtaining third party supplies and any Act of God).
• Both parties agree to abide by the provisions of the GDPR May 2018.
• This agreement (and any non-contractual obligations arising out of or in connection with it) is governed by the laws of England and is subject to the exclusive jurisdiction of the English courts.