Terms and Conditions
2. Term and Basis of Contract
2.1 This Agreement shall commence on the Commencement Date and shall unless terminated earlier in accordance with this agreement continue in force for the duration of the 12 month Term.
2.2 This Agreement shall consist of these terms,
3. Client’s Obligations
3.1 In order to enable JLEX to comply with its obligations under this Agreement the Client shall at all times:
3.1.1 allow such access to the Site and the Equipment and Software as JLEX shall reasonably require for provision of the Services.
3.1.2 carry out any maintenance recommended by the manufacturer of the Equipment and Software.
3.1.3 install and keep updated suitable virus checking software on all Equipment.
3.1.4 co-operate with JLEX and supply to JLEX all documentation, printouts, records, service history for the Equipment and Software and other relevant information necessary for JLEX to provide the Services.
3.1.5 ensure that the Site is a safe working environment for JLEX.
3.1.6 provide full and accurate information regarding existing Equipment and Software.
3.1.7 inform JLEX in writing within 7 (seven) days of any change in the Site and/or the Equipment and/or the Software.
3.1.8 provide as much notice as reasonably possible of any changes, which may effect JLEX’s ability to deliver the Services.
3.1.9 respond to any requests from JLEX in a timely manner
3.1.10 act in a professional manner and at no time be abusive or disrespectful to any staff working for or on behalf of JLEX
4 JLEX’s Obligations
4.1 JLEX will subject to the Client’s compliance with its obligations:
4.1.1 perform the Services and any Additional Services with reasonable skill and care.
4.1.2 perform the Services using competent and appropriately experienced, qualified
and trained engineers and at all times act in a professional manner.
4.2 JLEX does not warrant that the Services or Additional Services will cause the Equipment and/or the Software to operate without interruption or error.
4.3 JLEX shall have no liability to the Client for any failure in or interruption to the Services that is caused directly or indirectly by any Equipment or services not supplied by JLEX.
4.4 JLEX are not required to deliver Services due to any of the following:
4.4.1 failure to maintain or operate the Equipment and/or the Software in a suitable
environment (including but not limited to in accordance with any manufacturer’s recommendations).
4.4.2 neglect, misuse or abuse of the Equipment and/or the Software.
4.4.3 use of the Equipment and/or the Software for any purpose other than that for
which it was intended to be used.
4.4.4 as a result of repair, modification, alteration or maintenance of the Equipment
and/or the Software by anyone other than JLEX.
4.4.5 transportation or relocation of the Equipment and/or the Software.
4.4.6 a defect in or caused by any equipment connected to or in any software used on
or with the Equipment and/or the Software.
4.4.7 any accident or external cause affecting the Equipment and/or the Software
(including but not limited to fire, flood, water, wind, lightning, failure or surge
of electrical power, failure of air conditioning or humidity control, or radiation,
or Act of God, or wilful damage).
4.4.8 refusal or inability to allow JLEX proper access to the Equipment and/or the
4.4.9 matters arising prior to the Commencement Date.
4.4.10 matters arising after the termination of this Agreement.
4.4.11 operator error or omission.
4.5 In the event that the Client requests JLEX to perform services in any of the
circumstances specified in clause 4.4 and JLEX agrees, in writing, to provide the services the services will be Additional Services.
4.6 nominate key personnel and ensure that any changes to the key personnel are kept to a minimum and notified to the Client in writing as soon as possible.
5. Additional Services
5.1 If the Client requests any Additional Services, then the Client shall advise JLEX of any of the limitations in clauses 4.4 above apply. JLEX shall evaluate the request and advise the Client the following (Request) ;
a) The cost for providing the Additional Services
b) The timescales in which the Additional Services will be provided
c) Any restrictions to the Additional Services
5.2 The Client shall either accept or reject the Request.
6.1 The Client shall pay the Fee for the Services, such Fee is payable by a monthly standing order for the benefit of JLEX, the date and amount of the standing order is set out in the Contract Data.
6.2 JLEX shall send an invoice to the Client at the end of each month, such invoice is for information only, as the Fee is payable in accordance with clauses 6.1 b).
6.3 If the Client does not make any payment by the time it is due (the agreed date of the standing order) JLEX may without prejudice to any other remedy charge interest at 4% above the base rate for Barclays Bank from time to time in force on the unpaid amount from the date it was due for payment until the date it is received in full, both before and after judgement.
6.4 JLEX shall be entitled to increase the Fees on an annual basis in line with RPI, JLEX shall advise the Client of any increase in Fees at least 30days prior to increasing such Fees.
6.5 Payment shall be delineated by the chosen option, specifically £3.99, £4.99, and £7.99, with all prices being exclusive of Value Added Tax (VAT). The aggregate sum shall be contingent upon the quantity of computers selected
7 Right to suspend the provision of Services or terminate this Agreement
7.1 Either party may terminate this Agreement by giving the other party written notice as per the Termination Notice Period.
7.2 JLEX may reduce or suspend the provision of the Services or terminate this Agreement immediately (without liability to the Client) if any of the following events happen:
7.2.1 the Client fails to make any payment due in accordance with this Agreement
7.2.2 the Client has given any false or misleading information to JLEX.
7.2.3 the Client presents or has presented a petition for bankruptcy, winding up or for an administration order, or the Client’s partnership dissolves, or a liquidator, provisional liquidator, administrator, receiver or administrative receiver is appointed over the Client or any part of its undertaking, or any similar process occurs.
7.2.4 the Client calls a meeting of, or enters into any arrangement with, the Client’s creditors.
7.2.5 the Client is in material breach of this Agreement.
7.2.6 if JLEX determines that the primary cause of any problem which substantially impairs or prevents JLEX from performing the Services results from the failure or malfunction of any tools, equipment, facilities or devices not supplied by JLEX.
9 Limitation of Liability
9.1 Subject to clauses 9.2 to 9.5 JLEX’s liability in contract, tort or how so ever arising resulting from its negligence or that of its employees, agents or sub-contractors shall be limited to £1,000,000 in respect of any one event or series of connected events arising from its performance or non performance of the Services or Additional Services.
9.2 JLEX excludes (so far as is permitted by law) all conditions, warranties, guarantees and representations, express or implied, whether by statute, common law or otherwise in relation to its performance, late performance or non-performance of the Services or Additional Services supplied to the Client.
9.3 JLEX’s liability to the Client for death or personal injury caused by its own negligence or that of its employees, agents or sub-contractors shall be unlimited.
9.4 JLEX accepts no liability arising as a result of any representations, breach of contract, negligence or otherwise including but not limited to any liability for consequential or indirect loss or damage, corruption of data, loss of profits, loss of revenue, loss of business or goodwill or anticipated savings.
9.5 JLEX shall not have any liability whatsoever for any delays or loss of service or any damages or costs relating to the Clients failure to comply with its obligations under this Agreement.
10 Intellectual Property Rights
10.1 All Intellectual Property Rights in the Services, Additional Services and any Documentation shall remain the property of JLEX
10.2 Any Intellectual Property Rights owned by either party at the commencement of this Agreement shall remain the property of that party.
10.3 JLEX grants to the Client a non exclusive, royalty free, non transferable licence to use the Intellectual Property Rights created in any Documentation produced as part of the Services.
10.4 The Client shall grant to JLEX a non exclusive, royalty free, non transferable licence to use any Intellectual Property Rights required in order for JLEX to undertake and complete the Services.
11 Confidentiality and Publicity
11.1 Both parties undertake to keep confidential any Confidential Information obtained under or in connection with this Agreement for the duration of this Agreement and for a period of 3 years after the termination of this Agreement.
11.2 Any disclosure of any Confidential Information with the exception of employees, agents and professional advisors on a need-to-know basis and in connection with this Agreement, is not permitted unless the disclosing party has obtained prior written approval.
11.3 Each party shall notify the other party immediately of any disclosure or suspected disclosure of any Confidential Information and both parties shall provide all necessary assistance to the other to terminate any disclosure or misuse of any Confidential Information.
11.4 The Client shall not use JLEX’s name or logo in any documentation including but not limited to marketing, publicity, obtaining business without the prior written consent of JLEX
12 Data Protection
12.1 The Client consents to JLEX holding and processing data relating to it for legal, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 2018) relating to The Client.
12.2 JLEX shall process of personal data in relation to this Contract in accordance with its data protection policy.
12.3 Both parties shall comply with all relevant obligations under the Data Protection Act 2018 and the General Data Protection Protection Regulations 2016/679.
13 Staff Obligations And Third Party Rights
13.1 Each party solely retains all the responsibilities and rights of an employer towards and in relation to its own employees. No person providing the Services and Additional Services is expected or required to integrate into the Clients business organisation or employed workforce. Neither party seconds its employees or any of them to the other, nor is it the intention of either party to have or create an employee/employer relationship with the other. Each party will indemnify the other against any claims brought by or in relation to its own employees, whether such claims relate to employment, tax, national insurance, or otherwise.
14 Dispute Resolution
14.1 If any dispute arises between the parties then the Key Personnel shall meet in good faith to proactively resolve the dispute.
14.2 Any dispute that has not been resolved within 10 working days shall be escalated to an appropriate director for each party.
14.3 Either party may if a dispute has remained unresolved for 21 working days commence mediation proceedings through a qualified independent third party mediator, which if cannot be agreed by both parties shall be appointed by JLEX and costs shall be shared equally)
16. General Terms
16.1 If JLEX does not enforce, or delays in enforcing, any of its rights under this Agreement, this does not mean that it has given up those rights and JLEX may enforce them at a later date.
16.2 JLEX may assign any rights or responsibilities under this Agreement or may sub- contract the provision of the Services and Additional Services.
16.3 JLEX shall not be liable for any delay in performing or failure to perform the Services or Additional Services if such delay or failure is caused by circumstances beyond JLEX’s reasonable control.
16.4 If any part of this Agreement is in whole or in part held to be invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of the clause or this Agreement. The invalid or unenforceable term shall be deleted from this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
16.5 This Agreement constitutes the entire agreement between the parties and it may only be varied or amended in writing by the parties.
16.5 Notices shall
16.5.1 be sent to the parties registered offices
16.5.2 be served by hand (which shall be deemed delivered on the day of delivery during normal business hours and otherwise at 9.30 am on the next business day) or by recorded delivery post (which shall be deemed delivered three working days after posting).
17. Law and Jurisdiction
17.1 This Agreement shall be governed by and construed in accordance with English Law and the English Courts shall have exclusive jurisdiction.