These Terms and Conditions are the standard terms that apply to all Services provided by us, Bluezeon Ltd, a company registered in England and Wales under number 08396594, whose registered office address is at Lower Percivals Barn Upper Weald, Calverton, Milton Keynes, Bucks, England, MK19 6EL (“the Company”). These Terms and Conditions apply to business Clients only – we do not provide our Services to consumers (as defined in the Consumer Rights Act 2015).

Definitions and Interpretation
1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Client” means the business detailed in our Support Contract to which the Services are to be supplied. Where any individual enters into the Contract on behalf of a business, that individual confirms they have the authority to contractually bind and enter into the Contract on behalf of that business and the business will be our Client in the context of the Contract;

“Contract” and “Support Contract” means the legally binding agreement formed as detailed in clause 2 for our provision of the Services, which constitutes our entire scope of works and will incorporate and be subject to these Terms and Conditions. Any prices we may quote, in the Contract or otherwise, will be open for acceptance for a period of 30 days unless otherwise specified;

“Equipment” means the hardware, devices and software which are to be maintained and supported by the Company (and where agreed, supplied by the Company) as part of the Services;

“Services” means the IT and phone support services to be provided by us to you as set out in our Support Contract; and

“Term” means the term of the Contract and any subsequent renewed term as defined in clauses 2 and 8.

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to: 1.2.1 “we”, “us” and “our” is a reference to the Company and includes our employees, subcontractors and agents;

1.2.2 “you” and “your” is a reference to the Client and includes your employees, subcontractors and agents;

1.2.3 “writing” and “written” includes emails and similar communications; 1.2.4 a statute or a provision of a statute is a reference to that statute or provision as may be amended or re-enacted at the relevant time;

1.2.5 “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;

1.2.6 a clause is a reference to a clause of these Terms & Conditions;

1.2.7 a "Party" or the "Parties" refer to the parties to these Terms and Conditions.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.

1.4 Words imparting the singular number shall include the plural and vice versa. References to persons shall include corporations.



The Contract
2. The Contract

2.1 The signing of our Support Contract, electronically or otherwise, or the placement of an order, creates a legally binding Contract between us and the Client and includes the acceptance of these Terms and Conditions, which will apply between us.

2.2 No terms or conditions stipulated or referred to by you in any form whatsoever will in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing.

2.3 You are responsible for the accuracy of any information submitted to us and for ensuring that the Contract reflects your requirements. Our Support Contract is based on the information provided to us at the time we prepare it. Should any errors or discrepancies become evident, we reserve the right to make adjustments to it.

2.4 The contract will be for a minimum Term of either 12, 24 or 36 months, as specified in the Contract. Once the minimum Term has expired, the Contract will be automatically renewed on a rolling basis on the same terms and conditions as set out in the Contract (with the exception of the price) until a written notice to terminate is given by either party in accordance with clause 8.

2.5 The time for providing our Services is not of the essence of the Contract.



Support Services
3. Support Services

3.1 All Services will be carried out during our normal business hours of 9am – 5:30pm, Monday to Friday excluding bank holidays in England, unless otherwise stated in the Contract. Any works required outside of our normal business hours will incur additional costs.

3.2 You will be entitled to a set number of hours of support per month as detailed in the Contract.

3.3 We will maintain time records for hours spent on the Services under the Contract. If you do not use all the hours for which we are contracted in any month, the unused hours will not be carried over. If you require additional hours in any month, these will be chargeable as extra at the rate set out in the Contract.

3.4 The initial response will be by an engineer who will investigate the problem remotely.

3.5 We make no warranty that any Equipment or Services provided will be uninterrupted or error-free, nor that any Equipment will be compatible with and/or work in conjunction with any other software or hardware used by you unless we specifically agree this in writing.

3.6 Where we are providing you with anti-virus and anti-spam protection under the Contract, we will use all reasonable endeavours to ensure it is kept up-to-date. However, we cannot guarantee that such protection will block all viruses or spam and you are required to remain vigilant at all times and to follow any guidance we and/or the software manufacturer may provide in relation to internet best practice. We will recommend, and where agreed, install updates on your Equipment, however, you should be aware that certain updates may cause issues to other software and we cannot be held responsible for this. You are required to advise us if you do not wish for any, or particular, updates to be installed.

3.7 It is your responsibility to back up your data regularly, at least daily. We are happy to do this for you where we have included for this.

3.8 Unless specified in the Support Contract, the following Services are excluded from the Contract and if required, they will be chargeable. If we agree to provide these Services (at our discretion), we will provide a quotation, which may be subject to different terms and conditions, copies of which will be made available on request:

3.8.1 on-site and out of hours support;

3.8.2 the provision of any new Equipment;

3.8.3 the installation, moving, re-configuration or modification of existing Equipment;

3.8.4 the provision of third-party software, including upgrades or subscriptions;

3.8.5 The upgrading of client and server operating systems;

3.8.6 consumables such as batteries, toner and ink.

3.9 We may provide you with information and advice in connection with the Services. However, you are required to conduct your own investigations and we accept no responsibility for any actions taken following our advice or recommendations, nor will we be liable for any consequences should our professional advice not be taken.



Telecommunications, Networking Services and Equipment Supply
4. Telecommunications, Networking Services and Equipment Supply

4.1 If we are providing telecommunications Services, we will arrange for the line(s) to be installed on an agreed date and time. You must be at the site throughout this time slot in order to provide access for the installation. If you wish to rearrange an installation date, we require a minimum of 48 hours’ notice. Our installations may be carried out by a third party, therefore, should you fail to provide access to the site on the agreed date and at the agreed time, we will pass on to you any aborted visit charges we may incur as a result.

4.2 During the installation, we (or our supplier) may need to drill holes at the site and in this event, we will make good any damage that occurs as a result. However, we shall not be responsible for any pre-existing faults or damage in or to the site that we may discover while providing the Services.

4.3 Risk of damage to or loss of the Equipment will pass to you at the time it is delivered to you or collected by you or, if you wrongfully fail to take delivery of the Equipment, at the time when we attempted to deliver it. However, legal and beneficial title in the Equipment will not pass to you until we have received payment in full for the total price of the Equipment, in cleared funds. Until payment has been made to us and title in the Equipment has passed to you, you will be in possession of the Equipment as bailee for us and must store it separately and in an appropriate environment, ensure that it is identifiable as being supplied by us and insure it against all reasonable risks. We will be entitled at any time to require you to deliver up to us any Equipment in which we retain title and, if you fail to do so immediately, to enter upon any premises of yours or any third party’s during normal business hours where the Equipment is stored to repossess it.

4.4 Each user will be given an allowance for a number of minutes and inclusive numbers per month. Should you exceed any allocated allowance or call higher rate numbers this may be chargeable as extra in accordance with our standard rates at the time and will be added to our next invoice at our discretion. Should you fail to use your allocated allowance during any month, this will be lost and cannot be carried over to another month.

4.5 Emergency calls are included with the Services; however, it is your responsibility to ensure that the handset emergency address is kept up to date.

4.6 You may add additional VOIP lines to your package throughout the term of the Contract, however, these shall be chargeable as extra and will be added to the contract price.

4.7 Where you require your previous number to be ported across to our system, we can arrange for this, and one number port shall be included in the contract price, should you have additional numbers including direct dial and extension lines we reserve the right to charge for this. We require all the correct details to perform this transfer and a letter of authority signed by a decision-maker within the company. Please be aware that this may take up to six weeks for the transfer to occur. We may allocate you a temporary number for this period however we cannot be held liable for any losses during this time.

4.8 If you wish to add a bespoke voicemail recording to the system, we can upload this, provided you issue such recordings to us in good time, before the service goes live.

4.9 Should you wish to add hold music to your line, it is your responsibility to arrange and purchase a licence to use such music and to provide us with evidence of the licence if we request this.

4.10 We will monitor the line(s), and will advise you of any known issues as and when they may occur. However, under no circumstances will we be liable for any losses, including loss of profit, during this period, and no rebate or reduction in fees will be offered for any period of downtime.

4.11 Should your system be hacked or compromised in any way through no fault of our own, any charges incurred as a result will be your responsibility. We can set a credit limit if you request this.



Client’s Obligations
5. Client’s Obligations: You agree, where applicable, to:

5.1.1 report faults promptly to us, in any event within 24 hours of discovering the fault;

5.1.2 immediately stop the use of any faulty Equipment;

5.1.3 provide us with such information and assistance in connection with the Services as we may reasonably require, within sufficient time to enable us to perform the Services in accordance with the Contract;

5.1.4 not sub-licence our Services to any third party;

5.1.5 act in accordance with any and all reasonable instructions issued by us in relation to the Services; 5.1.6 ensure our remote monitoring software is kept on all Equipment throughout the Term of the Contract; 5.1.7 back up all your data regularly, onsite and offsite, in a secure manner;

5.1.8 ensure operators and other staff using the Equipment are properly trained, operate the Equipment within the standards as laid down by us and the manufacturer, and comply with our advice in connection with its use and operation;

5.1.9 inform us of any change in your address or contact details;

5.1.10 comply at all times with the manufacturers’ specifications, including where replacement consumables are required;

5.1.11 virus-check all data and material supplied to us;

5.1.12 ensure passwords chosen by you and all of your employees, agents and sub-contractors are suitably strong; and

5.1.13 obtain and maintain all necessary licences, permissions and consents in connection with the Services.

5.2 If you fail to comply with the above obligations, we reserve the right to terminate the Contract, exclude any affected Equipment from the scope of the Services and/or charge for costs incurred by us as a result of your failure, at our discretion.



Fees and Payment
6. Fees and Payment

6.1 You agree to pay the fees as set out in the Support Contract in accordance with these terms of payment. All prices specified are expressed exclusive of VAT.

6.2 Invoices will be sent monthly and are payable strictly within 14 days from the date of invoice.

6.3 All invoices are payable strictly within 14 days from the date of invoice.

6.4 All payments are to be made in pounds sterling, without set-off, withholding or deduction.

6.5 In addition, you will be required to reimburse us for any additional Services we may provide at your request together with all actual, reasonable travel expenses, any incidental expenses for materials used and any third-party goods and services supplied in connection with the provision of the Services.

6.6 We may review our support fees under the Contract and in this event, will give you no less than 30 days’ prior written notice.

6.7 Time for payment is of the essence of the Contract. If you fail to make payment in full by the due date then, without prejudice to any other rights which we may have, we will have the right to suspend the Services (including any third party software included in the Contract, such as emails) and charge interest from the due date until payment is made in full, both before and after judgment, at the rate of 8% per annum above the Bank of England base rate from time to time in force, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.



Variation and Amendments
7. Variation and Amendments

7.1 If you wish to vary the Services to be provided, please give us a minimum of 30 days’ written notice. We will endeavour to make any required changes and any additional costs incurred as a result will be chargeable.

7.2 If we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.

7.3 Any agreed variation or amendment will be carried out in accordance with these Terms and Conditions and any price increase necessitated as a result of an agreed variation or amendment will be payable in accordance with the terms for payment above.



Termination
8. Termination

8.1 Contracts with a minimum Term may only be terminated by either Party giving the other Party 30 days’ notice prior to the expiry of the minimum Term or any subsequent renewed Term. If such notice is not received, the Contract will automatically renew for a further period.

8.2 We may terminate this Contract at any time without liability to you by giving written notice if:

8.2.1 any sum owing to us by you under any of the provisions of the Contract is not paid within 14 days of the due date for payment;

8.2.2 you demand services which do not form part of the Services and which are not covered by the Contract; or

8.2.3 any of our employees suffer harassment or are abused by you or your employees during the Term of the Contract.

8.3 Either Party may terminate this Contract without liability by giving written notice to the other, if the other Party:

8.3.1 commits any material breach of any of the provisions of the Contract and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice of the breach and requiring it to be remedied;

8.3.2 goes into bankruptcy, liquidation or administration either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation), if a receiver is appointed in respect of the whole or any part of its assets, or if the other party ceases, or threatens to cease, to carry on business.

8.4 For the purposes of clause 8.3.1, a breach will be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

8.5 Upon termination of the Contract for any reason, any sum owing by either Party to the other under any of the provisions of the Contract shall become immediately due and payable.

8.6 Termination of the Contract, howsoever arising, will not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.



Liability and Indemnity
9. Liability and Indemnity

9.1 Nothing in the Contract or these Terms and Conditions seeks to limit or exclude our liability in respect of death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability which cannot lawfully be excluded or limited.

9.2 Except as provided in clause 9.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our employees, agents or otherwise) in connection with the performance of our obligations under the Contract.

9.3 All warranties or conditions whether express or implied by law are expressly excluded to the fullest extent permitted by law.

9.4 In the event of a breach by us of our express obligations under the Contract, your remedies will be limited to damages, which in any event, shall not exceed the total fees paid by you under the Contract in the preceding 12 month period.

9.5 You will indemnify and hold us harmless from and against any and all claims, costs and liabilities howsoever arising and of whatsoever nature (including any consequential or indirect costs or losses) and whether in contract or in tort, including injury to or death of any person or persons or loss of or damage to any property arising out of or in respect of the performance by you of your obligations under the Contract if and to the extent that such losses, costs, damages and expenses are caused or are contributed to by your negligent acts or omissions or those of any persons for which you are otherwise liable.



Intellectual Property
10. Intellectual Property

10.1 Subject to a written agreement to the contrary, we reserve all intellectual property rights which may subsist in the provision of the Services. We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.

10.2 Where software or third-party applications are provided, unless we agree otherwise in writing and provided we receive payment in accordance with the terms of payment above, we will grant you a perpetual, non-transferable, non-sub-licensable licence to use the software or third party application. You acknowledge that you do not own any intellectual property rights in the software or application and that your use of any such intellectual property rights is conditional on us obtaining permission from the relevant licensor entitling us to licence such rights to you, and is subject to the terms of the licence granted.

10.3 You must immediately bring to our attention any infringement or suspected infringement of any of the intellectual property rights licensed to you of which you are aware and at our request, you will take such action or assist us in taking such action as we may deem appropriate to protect the intellectual property rights.

10.4 You warrant that any document or instruction supplied or given to us by you will not cause us to infringe any intellectual property rights, including any letter patent, registered design or trade mark in the execution of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any such intellectual property rights which results from our use of your information.



Confidentiality
11. Confidentiality

11.1 Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under the Contract. Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless required by law or unless so authorised by the other Party in writing.

11.2 You acknowledge and agree that in order to provide our Services, we will require access to your Equipment and may need to log in remotely. Any personal data will be kept confidential and will only be used in accordance with our rights and obligations under clause 11.



Data Protection
12. Data Protection

12.1 All personal information that we may collect will be collected, used and held in accordance with the provisions of the Data Protection Act 2018, along with General Data Protection Regulation 2016 (“GDPR”) and any subsequent amendments thereto.

12.2 In order to provide our Services, we will require access to certain passwords and sensitive data. Any passwords we store will be held in a secure password vault. You are entitled to change your passwords and/or restrict our access at any time, however, this may mean we are unable to provide our Services so we may vary the Contract in accordance with clause 7 or terminate it in accordance with clause 8.

12.3 For more information on our processing of personal data, please refer to our GDPR policy, available on request.

12.4 You agree that you will also comply with the GDPR at all times. In particular, if you are passing us or allowing us access to the personal data of any third party, you warrant that you have obtained permission from those third parties for us to access their data. We will only use it to perform our obligations under the Contract and will not use it for any other purpose.



Relationship of the parties
13. Relationship of the Parties

13.1 Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours.

13.2 Nothing in the Contract will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.



Force Majeure
14. Force Majeure: Neither Party will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.


Assignment and Subcontracting
15. Assignment and Sub-Contracting

15.1 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract.

15.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract, without obtaining your prior consent.



Non-Silicitation
16. Non-Solicitation: Neither Party shall, throughout the Term of the Contract and for a period of 6 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Contract without that Party’s express written consent.


Waiver
17. Waiver: No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.


Entire Agreement
18. Entire Agreement: These Terms and Conditions and the Contract constitute the whole agreement between the parties and supersede all previous agreements between the Parties relating to its subject matter. Each Party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Contract.


Third Party Rights
19. Third party rights: No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.


Notices
20. Notices:

Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.



Severance
21. Severance: In the event that one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.


Law and Jurisdiction
22. Law and Jurisdiction

22.1 These Terms and Conditions and the Contract between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.

22.2 Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.