Telecoms Support

1. Definitions 

The meanings of various terms set out in the Agreement are:
a.   “Agreement” these terms and conditions together with the Contract embody the whole agreement between Datasharp and the Customer for the provision of IT Products and Services.
b.   “Agreement Term” the minimum period of the agreement set out on the Contract.
c.   “Contract” the document detailing the products, services and pricing to which these terms and conditions refer.
d.   “Customer” the business, Sole Trader, Limited Company, Public Limited Company, Partnership, Limited Liability Partnership or not for profit organisation specified on the Contract Information.
e.   “Datasharp” Datasharp UK Limited, the employees of Datasharp or its agents.
f.   “Product” the product or products shown on the Contract.
g.   “Start Date” the date on which the support is available to the Customer.

2. Provision of Telecoms Product Support 

Datasharp shall provide maintenance support at the installation address for the Product shown on this Agreement in accordance with the Customer’s maintenance cover option. Datasharp will provide without further charge all repairs and replacements to Product necessitated by fair wear and tear, faulty workmanship or faulty materials. 

Maintenance Cover Options 

Standard Cover: Datasharp will use its reasonable endeavours to respond within 8 working hours to a request for maintenance service received in Working Hours. Datasharp will either arrange for a service engineer to visit the Customer’s site or institute remedial action via remote interrogation. (Standard Cover:  09.00 to 17.00 Monday to Friday, excluding public bank holidays.)

Emergency Cover: Datasharp will use its reasonable endeavours to respond within 4 hours to a request for maintenance service received at any time. Datasharp will either arrange for a service engineer to visit the Customer’s site or institute remedial action via remote interrogation. (Emergency Cover:  24 hours a day, 7 days a week, including public bank holidays.)

Exclusions

The following are not covered within this Agreement: 
a.   Cabling, wiring or any other Product not supplied under this Agreement. 
b.   Maintenance required as a result of the Customer’s failure to follow instructions or recommendations issued bythe Manufacturer or Datasharp, neglect or other misuse. 
c.   Maintenance required as a result of repairs, modifications, changes to the Customer’s network, network programming or additions to the Product not carried out by Datasharp. 
d.   Maintenance required as a result of damage caused by Force Majeure, failures of electrical power, power surges, computer viruses or other reasons beyond Datasharp’s control 
e.   Product not supplied by Datasharp unless specifically stated. 
f.   Software updates, enhancements, manufacturer fixes are covered by a separate Agreement. 

Duration 

The Start Date and Agreement Term of the Agreement is stated on the Contract. The Agreement will continue thereafter until terminated by either party giving a minimum of 30 days written notice of termination, prior to the anniversary of the Agreement. If the customer has committed any breach of this Agreement, Datasharp will notify the customer of the breach in writing, Datasharp may immediately terminate this Agreement if the breach has not been remedied within 14 days. 

Customer’s Obligations 

The Customer agrees to the following conditions: 
a.   To keep the Product in environmental conditions recommended by the manufacturer. 
b.   To use the Product in accordance with the instructions and recommendations issued by the manufacturer and/or Datasharp. 
c.   Not to allow anyone other than Datasharp to adjust, maintain, repair, replace or remove any part of the Product or wiring. 
d.   Not to allow anyone other than Datasharp to carry out any programming work on the telephone system unless authorised by Datasharp. 
e.   Not to move the Product from its present location in the premises shown on the Contract without obtaining Datasharp’s prior written approval. To allow Datasharp the reasonable right to access to the premises shown on the Contract where required for the performance of its duties. 

Suspension of Service 

Datasharp shall not be obliged to provide any service under this Agreement if any payment relating to this Agreement is overdue. 

Invoicing and Payment 

a.   Invoices will be issued to the Customer as per the frequency stated on the Contract by Datasharp. 
b.   The maintenance charge for the first year is set out on the Contract. 
c.   The maintenance charge will increase by 5% per annum on the annual renewal date. 
d.   Where the Customer purchases additional Product an additional charge for support will be made for the period to the next annual renewal date and the next annual support charge will be increased accordingly.
e.   The Customer agrees to pay the invoice by the anniversary date where the payment schedule is on an annual basis. 
f.   The Customer shall pay invoices for work carried out which is not as a result of fair wear and tear, faulty workmanship or faulty materials with payment terms.
g.   Payments of invoices shall be made in full without set off of any amounts. 
h.   Where the Customer terminates the Agreement early before the Agreement Term end date then the Customer agrees to pay Datasharp compensation to the equivalent of the charge to the end of the Agreement Term. The invoice will be issued irrespective of any pre arranged payment instalments or terms. 

Liability 

a.   Datasharp shall not be liable to the customer for any breach of any provision of this Agreement caused by Force Majeure and any reason outside its control or responsibility, including, but not limited to failure of power supplies, power surges, internet failure, computer viruses, the failure of the Network Carrier to provide the network capacity or the failure of Product supplied by any third party telecommunications operator, on which it was reliant for the purposes of this Agreement. 
b.   Datasharp shall not in any event be liable to the Customer or any third party for any  direct, indirect, consequential or incidental loss of revenue or profit or other damages howsoever arising. 
c.   Datasharp shall not be liable for any delay in the execution of any work under this Agreement howsoever caused. 
d.   Datasharp shall not be held liable for any issues caused to a customer’s network resulting from the installation of software. 

Assignment 

a.   Datasharp may assign or delegate any of its rights or obligations under this Agreement. 
b.   The Customer may assign or delegate any of its rights or obligations under this Agreement by notifying Datasharp in advance. 

Health and Safety 

The Customer shall be liable for the health and safety of Datasharp’s employees, providing training if applicable, and shall indemnify Datasharp for any harm caused to Datasharp’s employees when on the Customer site as per the Installation Address on the Contract to deliver and install the Products and Services. Datasharp’s employees shall use all reasonable endeavours to observe any of the Customer’s relevant health and safety rules and regulations and any other reasonable security requirements of which Datasharp has been notified by the Customer or which Datasharp’s employees are advised of whilst at the Customer site. 

Data Protection 

a.  Datasharp and the Customer each agree to comply with the respective obligations under applicable data protection legislation and maintain all relevant registrations, including (in relation to the Customer) such registrations and consents as the Customer should obtain and maintain to enable Datasharp to process personal data in connection with the performance by Datasharp of its obligations under this Agreement.
b.  The Customer agrees that Datasharp may put their name and other details obtained from the Contract Information into a computerised directory for internal use and to enable Datasharp to provide the Service.
c.   Datasharp is registered under the Data Protection Act 2018. Your data will be held in strict accordance with the applicable Data Protection laws.
d.   Any and all data supplied by the Customer is held in accordance with Datasharp’s current Privacy Policy available at datasharp.co.uk. 

Legal 

a.   This Agreement is governed by the law of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales. 
b.   Implied terms shall be excluded to the fullest extent permitted by law. 
c.   Datasharp reserves the right to vary the clauses of these terms & conditions, from time to time, by giving a minimum of 30 days notice. 
d.   If either party is affected by Force Majeure (material circumstances beyond reasonable control of that party) it shall immediately notify the other party in full of the nature and extent of the circumstances. Notwithstanding the other provisions of this Agreement neither party shall be deemed to be in breach of this Agreement or liable as a result of the Force Majeure. Where 
Datasharp has claimed force majeure in respect of the supply of goods or services, the Customer may choose to obtain support services from another party. 
e.   Any director or representative of the Customer will be deemed to be its authorised signatory and thereby guarantee the Customer’s acceptance of its obligations under this Agreement.
f.   Failure of either party to exercise or enforce any right within this Agreement shall not be deemed to be a waiver of such right. 

Call Recording 

We may record telephone conversations and we may use these recordings for ongoing training, quality control purposes or for any other queries.