Support Services Terms & Conditions
These terms and conditions (the “Conditions”) govern your use of the Support Services; the content, features and functionality of the service are described on the Order Form (the “Service”). The Service is supplied by Harvest Systems Support Limited (trading as Raycon) whose registered office is situated at 59-60 Russell Square, London, WC1B 4HP and Company No. 4657583.
1. Definitions
Please note some terms used in these Conditions will have a certain meaning:
“Agreement” mean these Conditions together with the applicable Order Form and Schedules;
“Assimilation Period” means the first month of the Term;
“Carrier” means any supplier of telecommunications services to us for the provision of the Service;
“Client” means you are (i) a person who obtains and/or uses the Service in connection with your trade, business or profession; or (ii) a company, partnership or other organisation other than a Consumer; or (iii) an individual who uses the Service for personal use;
“Client Apparatus” means the apparatus belonging to you not forming part of the Software but which may be connected to the computers upon which the Software is installed, including but not limited to, Communication Lines;
“Communication Line” means a minimum of 128KB of synchronous data bandwidth to the Internet and a minimum of 1 free static IP address through which to create an incoming connection;
“Confidential Information” means all information that you or us provide each other which is either expressed to be confidential or by its very nature is confidential
“Contract Term” means the duration of one (1) year, unless agreed otherwise with a Harvest Systems Support Director;
“Enhancement” or “Up-grade” means the addition to the Equipment of memory, hard disks, graphics cards, manufacturers’ modifications and/or any other changes to the technical specifications or configuration of the Equipment;
“Equipment” means the equipment specified in the Repair-IT Quotation;
“Fees” mean the fees stipulated in the Order Form and payable by you when you place your order to obtain and/or use the Service at the Premises. The Fees for the provision of the Service at any additional locations shall be stipulated in the Order Form and shall be payable on submission of the Order Form to the Company.
For the avoidance of doubt, the Fees shall be payable on or before the Start Date. For the avoidance of doubt, in the event the Company offers you discounted Fees for the Initial Period, the full Fees will be payable by you to the Company on the following and subsequent Contract Terms;
‘Initial Period’ means the period of one (1) year from the commencement of the Contract.
“Order Form” means the Support Services Order Form which you are required to complete and return to us by e-mail when you place an order to obtain and/or use the Service. The Start Date will be stipulated in the Order Form;
“Quote” means the Quote for IT Services which you are required to accept via reply of email for the service to commence.
“Managed Service Agreement” means the document setting out the schedule of IT Services to be provided to the Client and which should be signed and returned via email.
“Premises” means the location stipulated in the Order Form where the Service is to be provided by us (or a third party acting on our behalf or instruction) whether by attending your premises or remotely. For the avoidance of doubt, where the Client has paid the Fees for additional locations as stipulated in the Order Form, the Service shall be provided by us at all additional locations paid for by the Client before the Start Date;
“Harvest Systems Support Director” means a director of the Company.
“Renewal Date” means the date on which the Initial Period or the Contract Term expires;
“Repair-IT Additional Fees” means additional charges which may become payable pursuant to Clauses 4.2, 4.6, 4.7 or 4.12. Such fees will be charged at such rates as the Company shall from time to time specify;
“Repair-IT Partner” means a third party organisation that we have sub-contracted the delivery of Repair-IT to;
“Term” means the duration of this Agreement, including the Initial Period and each of the Contract Terms;
“Service” means the installation, connection and supply of Software at the Premises and the provision of Support Services, whether using Software or not;
“Software” means any remote management or alerting software provided by us and/or any third party authorised by us to you at the Premises to enable the provision of the Service including the full network configuration that enables remote access to the Premises;
“Standard Test” means the test carried out by us or any third party to determine whether we can provide the Service;
“Start Date” means the date defined in the Order Form when the Service is due to commence;
“Support Services” means information technology services, including but not limited to, repair, support, administration, setup, consultancy, outsourcing, managed services, hosted services, Internet services, telecommunications services as listed and described in the Quote, Order Form and Managed Service Agreement, whether delivered remotely or at the Premises by us (or a third party acting on our behalf or instruction);
“you” and “your” means the Client who orders the Service using our Order Form; and
“we”, “us” and “our” means Harvest Systems Support Limited.
These Conditions explain our obligations to you and your obligations to us.
The Quote, Order Form and Managed Service Agreement forms an integral part of these Conditions and, unless otherwise expressly stated, all references to “Conditions” include reference to these. Please confirm your acceptance of these Conditions by e-mail.
If there is anything you do not understand, please phone us on 020 7831 2030 between 8:30am and 6:30pm Monday to Friday, excluding public and bank holidays or e-mail us at Service@Raycon.co.uk.
You must be 18 years or older to register for the Service. By completing the Order Form, you confirm to us that you are 18 years of age or older.
2. Formation of Contract
2.1. This Agreement is legally binding on the Client for the Term of the Agreement.
2.2. As soon as you indicate to us (by e-mail or telephone) that you wish to obtain and/or use the Service, we will send you an invoice for payment of our Fees and documentation to return to us by e-mail. You are required to pay our Fees at the time of returning the completed Managed Service Agreement to us.
2.3. The Quote, Order Form and Managed Service Agreement details the Fees and other individual features of your order to receive and/or use the Service. When you accept the Quote and reply to us by e-mail this is deemed an offer made by you for the provision of the Service by us to you. Acceptance of your offer takes place when we receive acceptance of the Quote and Fees (full payment of our invoice) and we send you a confirmatory e-mail of your order, at which time a binding contract will be entered into between you and us (the “Contract”).
2.4. For the avoidance of doubt, the Service will commence on or as soon as practicable after the Start Date as the Company will have to install the Software and complete the Standard Tests in preparation for the provision of the Service, as soon as practicable after the Contract is formed but before the Start Date. The date stipulated in the Managed Service Agreement will be the Start Date.
2.5. You therefore accept these Conditions as well as the terms of the Quote, Order Form and Managed Service Agreement and we reserve the right to refuse any offer to receive the Service from a Client.
3. Provision of the Service
3.1. The Service is described in the Quote, Order Form and Managed Service Agreement.
3.2. The Service will commence on the Start Date following the successful installation of the Software and completion of the Standard Tests in accordance with clauses 10 and 11.3 respectively.
3.3. Any date given as the Start Date is an estimate only and we shall not be liable for any failure to meet such date.
3.4. You acknowledge that during the Assimilation Period we need time to process you and your requirements into our systems and to procure anything that’s required to provide the Service. You accept that we will use our reasonable endeavours to provide the Service during the Assimilation Period.
4. Repair-IT
4.1. Repair-IT is a Support Service that consists of corrective maintenance in respect of faulty materials or workmanship in relation to the Equipment and includes all repairs which may be reasonably necessary including the supply and fitting of replacement parts. Those replacement parts may be refurbished or reconditioned parts. A consultant will attend the Premises within the times specified in the Repair-IT Quotation, after a request made to our Repair-IT Partner has been received in respect of an Equipment fault. When replacement parts are fitted the parts removed shall immediately become our property. We reserve the right to use equipment of a similar or higher specification if exact spares are unavailable for any reason.
4.2. Repair-IT includes maintenance of the Equipment which is necessitated as a result of fair wear and tear only. Any repair and/or replacement of the consumable items are excluded from Repair-IT and will be subject to Repair-IT Additional Fees.
4.3. In the event of this Agreement being entered into at any time subsequent to the sale or delivery of the Equipment to the Client by the Company or where the Client has installed equipment themselves then the Company reserves the right to undertake an inspection and satisfactory report by a consultant of the Company on the following conditions:
4.3.1. Should the Company not require an inspection or if the inspection reveals the Equipment to be in working order then the Repair-IT service shall immediately be in effect. Where the Client has installed the Equipment any subsequent fault calls that are the result of incorrect set-up and configuration of the Equipment will not be covered by this Agreement and any remedial work will be subject to the rates in force at that time; or
4.3.2. If the inspection reveals, in the sole opinion of the Company’s consultant, that the Equipment is in need of repair then the Company shall notify the Client and, if the Client requires, the Company shall carry out such repair work. Such inspection and repair work to be charged to the Client at the rate from time to time in force by the Company and any parts supplied shall be charged based on the then current prices and then the Repair-IT service shall be in effect.
4.4. Where repairs cannot be effectively conducted at the Premises, the Company reserves the right to install loan equipment of similar specification whilst repairs are conducted.
4.5. If loan equipment is installed the Company will use reasonable endeavours to ensure that the repair works are completed within 21 days.
4.6. If in the opinion of the Company the Service is required by a Client as the result of any misuse or neglect of, or accident to the Equipment, or due to the Client not adhering to Clauses 4.13 to 4.15 inclusive, or other third party hardware related problems, the Company reserves the right to charge Repair-IT Additional Fees in relation to the provisions of the Services.
4.7. The Company reserves the right to charge Repair-IT Additional Fees for a Service call to a system that has been moved to a new location and not installed by the Company if the Company shall reasonably determine that the problem was caused by the transportation or re-installation of the system.
4.8. Where Up-grades or Enhancements are made to the Equipment by the Company they shall be deemed to be included in the definition of “Equipment” in Clause1 and shall become subject to the terms of this Agreement for the unexpired Term from the date of the Up-grade or Enhancement.
4.9. The Fees shall be increased to such sum as the Company shall require, to take account of the Up-grade or Enhancement referred to in Clause 4.8 above.
4.10. The Client will notify the Company by e-mail forthwith of any Enhancement or Up-grade made to the Equipment which is installed by any third party.
4.11. Up-grades and Enhancements made to the Equipment pursuant to Clause 4.10 shall be included within the definition of “Equipment” in Clause 1 only upon a satisfactory report by a consultant of the Company on the effect of the Up-grade or Enhancement on the Equipment.
4.12. The inspection and report referred to in Clause 4.11 shall be subject to Repair-IT Additional Fees and shall be paid in addition to the sum referred to in Clause 4.9.
4.13. The Client will take care of the Equipment and will operate it in a suitable environment as recommended by the manufacturers of the Equipment.
4.14. The Client will operate the Equipment with a suitable stable power supply free from surges and fluctuations as recommended by the manufacturers of the Equipment.
4.15. No alterations shall be made to or parts fitted or adjustments made or repairs carried out to any parts of the Equipment except with the prior consent of the Company.
5. Your Obligations
5.1. You agree for us to provide the Service at your Premises and to pay the Fees for the Service for the duration of the Term.
5.2. You acknowledge, agree, warrant, and undertake:
5.2.1. that the Service shall be provided by us at the Premises in accordance with these Conditions;
5.2.2. that we cannot transfer the Service or Software to another location other than the Premises. In the event you request the Software to be moved to another location within the Premises, any expense incurred in such move of the Software within the Premises shall be incurred by you;
5.2.3. that you must have at least one (1) Communication Lines at the Premises in order to receive and/or use the Service. In the event that you change or discontinue the Communication Line, we will not provide the Service and shall not be liable to you for failure to receive and/or use the Service;
5.2.4. that all computers to receive and/or use the Service conform to the minimum computer specification and that the computers are prepared for the installation of the Software; and
5.2.5. not to do or allow anything to be done at the Premises that may cause interference with the Software or prevent easy access to it.
5.3. You shall use your reasonable endeavours to establish and maintain reasonable safeguards against the destruction, loss or unauthorised alteration of the Software and shall institute security procedures to restrict unauthorised access to the server, data and data files, including any back up material.
5.4. You shall provide the information requested by us in the Order Form in order to receive and/or use the Service and we shall place reliance on such information in the provision of the Service.
6. Our Obligations
6.1. We will provide the Service to you in a timely and professional manner.
6.2. We will provide the Service to you between the hours of 8.30am and 6.30pm Monday to Friday, excluding public and bank holidays with the exception of Extend-IT, which shall be provide between the hours of 6:00am and 9:00pm Monday-Sunday, excluding public and bank holidays.
6.3. We will provide the Service to you with reasonable skill and care. However, it is technically impracticable to provide the Service free of faults at all times and we do not give any undertakings or warranties that the Service will be provided to you free of faults. Furthermore, in the cases of Phone/Remote-IT, we may not always be able to resolve all issues via phone or remote connection and we do not give any undertakings or warranties that we will be able to do so. If you are a business Client, we exclude all and
any warranties and conditions of any kind permitted by law, whether express or implied, in respect of the Service.
6.4. We will not be responsible for any unscheduled downtime which may occur as a result of your computer(s) experiencing technical problems, or the need to carry out emergency maintenance work.
6.5. We will respect the privacy of the information provided by you to us in clause 5.4 and any and all Confidential Information in compliance with the provisions of the UK GDPR and UK Data Protection Act 2018 as amended from time to time. Our Data Protection Policy is set out in clauses 20 to 23.
6.6. We shall provide the Service to you in accordance with the Conditions of this Agreement.
6.7. We may utilise telecommunications services from a Carrier in order to provide the Service to you. You accept that it is technically impracticable to provide telecommunications services which are entirely free of faults and we do not give any undertakings or warranties that the telecommunications services will be provided to you free of faults.
6.8. We may occasionally have to interrupt the Service or change the specification of the Service for operational reasons or because of an emergency. We will give you as much notice as possible of any planned interruption of the Service. In the event of a Major Incident or an Emergency (http://www.legislation.gov.uk) being declared, we may suspend the Service without notice and for an indefinite period of time.
6.9. We will use our reasonable endeavours to restore any faults in the Service as soon as reasonably practicable.
6.10. Should you encounter a fault with the Service you should report the fault to our Service Desk on telephone number 020 7831 2030 or by e-mail to Service@Raycon.co.uk. We shall investigate the fault and will actively deal with the fault report between the hours of 8.30am and 6.30pm Monday to Friday, excluding public and bank holidays.
6.11. Any variation in the Service will be subject to these Conditions.
7. Term
7.1. This Agreement shall commence on the date of the Contract unless terminated in accordance with Clause 15. This Agreement will automatically be renewed at the end of the Initial Period or each Contract Term for a further period of time equivalent to the Initial Period or the Contract Term unless terminated by either party by sending an e-mail giving the other party ninety (90) days’ notice.
7.2. The Client may terminate this Agreement by sending an e-mail to us or agreeing such termination by e-mail with a Harvest Systems Support Director no less than ninety (90) days before the next Renewal Date.
8. Fees
8.1. We shall provide you with the Service and you shall pay us the Fees set out in the Order Form.
8.2. We shall render an invoice to you for the agreed Fees in connection with the provision of the Service.
8.3. The Fees for the entire Initial Period or Contract Term are payable in advance by you to us on submission of your Order Form, unless otherwise agreed by e-mail from a Harvest Systems Support Director. The Fees shall become due and payable on each subsequent Renewal Date.
8.4. All payments must be made to us by you via electronic transfers. If any payment due under this Agreement is not paid by the latest the Start Date to which the payment relates, we may not commence the Service and/or will be entitled to suspend the Service until such time as the Fees are paid. The suspension of the Service shall not relieve you of your obligations to make payment of such Fees in
accordance with this Agreement.
8.5. Subject to clause 8.4, all Fees are subject to change after the end of the Initial Period or Contract Term. Details of any such increase shall be posted in accordance with the notice process in clause 21 of these Conditions and subject to these Conditions you have the right to cancel the Service. You may do so by e-mail to Service@Raycon.co.uk indicating your intention subject to clause 15. All fees will be subject to Value Added Tax at the prevailing rate, if applicable.
9. Access
9.1. You hereby irrevocably grant us, our employees, agents or contractors permission to:
9.1.1. execute any works on the Premises or remotely to the Premises for, or in connection with, the installation, maintenance, adjustment, repair, alteration, moving, replacement, renewal or removal of the Software;
9.1.2. keep and operate the Software installed on all computers receiving the Service on the Premises; and
9.1.3. enter the Premises or remotely connect to the Premises to inspect Software on any computer receiving the Service on the Premises or elsewhere for the purposes of the Service or Software auditing.
9.2. Subject to us being granted the requisite access to the Premises, the permission set out in clause 9.1 above shall continue in force for a period of one (1) month after cancellation or termination of this Agreement until such time as we have removed all Software from the Premises. We shall use our reasonable endeavours to remove all Software as quickly and efficiently as practicable.
9.3. You acknowledge, agree, warrant, and undertake that you will allow us access to the Premises at all reasonable hours for the purpose of testing, upgrading or maintaining any of the Software and/or the Service and provide a safe and suitable environment for such access visits.
10. Installation
10.1. We shall attempt to provide and install the Software at the Premises on or before the date the Start Date, unless otherwise specified by e-mail, in order for the Service to be provided on or after the Start Date.
10.2. Any date given for the installation of the Software is an estimate only and we shall not be liable for any failure to meet such date.
10.3. In some cases or upon e-mail request to Service@Raycon.co.uk, we shall supply you with a written minimum computer specification required to receive and/or use the Service.
10.4. You shall ensure at your expense that all computers to receive and/or use the Service conform to the minimum computer specification and that the computers are prepared for the installation of the Software.
11. Our Software
11.1. You shall not do or allow anything to be done at the Premises that may cause interference with the Software or prevent easy access to it.
11.2. You shall procure at your own expense all permissions, licences, registrations and approvals necessary for us to deliver, install and maintain the Software for the provision of the Service. Following the installation of the Software, Standard Tests shall be carried out by us to ensure that the Service is ready for use. If the Service is not ready for use, we shall either re-configure or replace the Software or any part thereof and repeat the Standard Tests. You shall be entitled to use the Service following us informing you of successful completion of the Standard Tests.
11.3. The Software shall remain our property and you shall at all times make clear to third parties that such Software is our property.
11.4. You shall be responsible for ensuring at all times the safekeeping and proper use of the Software after installation at the Premises. You shall be liable to us for any all costs of re-installing the Software (except where it can be shown that such loss or damage was caused by our negligence or there is a defect in the Software). You will notify us immediately of any such loss or damage in particular (without prejudice to the generality of the foregoing) you acknowledge, agree, warrant, and undertake:
11.4.1. to keep the Software at the Premises and not to re-move it;
11.4.2. to comply with all instructions as we may notify to you and/or with the manufacturer’s instructions relating to the Software;
11.4.3. not to cause the Software to be re-configured or otherwise maintained except by one of our authorised representatives;
11.4.4. not to do anything nor to allow to subsist any circumstances likely to damage the Software or detract from or impair its performance or operation and not to add, modify, or in any way interfere with or impair the performance of the Software; and
11.4.5. not to attempt to sell, transfer, dispose of, let, mortgage or charge the Software or otherwise do anything prejudicial to our rights in the Software.
12. Client Apparatus
12.1. You shall be responsible for the repair and maintenance of any Client Apparatus used in order to obtain and/or use the Service.
12.2. You shall ensure that such Client Apparatus complies with any applicable law. You shall immediately disconnect any such apparatus if such apparatus does not, or ceases to, conform to applicable standards (if any) for the time being in force. We reserve the right to disconnect any apparatus used by you if you do not fulfil your obligations under this clause 12.2 or if, in our opinion, such apparatus may cause the death or personal injury to any person or damage to property or materially impair the quality of any service provided by us and you agree to disconnect such apparatus at our request.
13. Your Use Of The Service
13.1. You shall not use the Service if you are not employed by the company named on the Managed Service Agreement or if you are not the individual named on the Managed Service Agreement.
13.2. You will co-operate with our reasonable requests for information regarding your use of the Service and supply such information without delay.
13.3. You may not make any unauthorised commercial use of the Service. You agree to keep full and accurate records of any and all operating units on or in connection with which the Service is enabled and shall permit us to review and evaluate such records from time to time to ensure your compliance with your obligations in this clause 13.3.
13.4. You shall not provide to or share your use of the Service (or any part of it) with, any other computers that do not receive the Service.
13.5. You may not commercialise the Service or use it in connection with any occupation, trade or profession without our prior written consent.
13.6. Where you use the Service through third party networks and services, you will abide by the acceptable use policies or terms and conditions imposed by the operators of those networks and services.
14. Breach of Conditions
14.1. We shall investigate any suspected or alleged breach of these Conditions or any suspected compromise to our network systems or security and in doing so we will act reasonably and fairly at all times.
14.2. We reserve the right to take any action we deem appropriate and proportionate to the breach of these Conditions.
14.3. If we decide that you have breached these Conditions, we will use our reasonable endeavours to ensure that you are made aware of the breach without suspension or termination of the Service. However it may be necessary, due to the severity of the breach, to suspend or terminate the Service whilst details of the breach are investigated further. We reserve the right to suspend or terminate your Account at our sole discretion without refund, and make an additional charge for all reasonable costs incurred due to investigating and dealing with the misuse and/or blocking access to any component(s) of the Service.
15. Termination
15.1. You may terminate this Agreement to take effect at any time after the start of the Term by giving us not less than ninety (90) days’ notice by e-mail or if agreed by e-mail from a Harvest Systems Support Director. If you wish to end this Agreement before the Renewal Date, you may do so at any time by e-mail but you will not be entitled to a refund for the remainder of the Term.
15.2. Once a termination request has been received by us, we will contact you to arrange a mutually convenient time to remove all of the Software during the thirty (30) days following the end of this Agreement.
15.3. In the case of Prepaid IT, once a termination request has been received by us, remaining Prepaid IT time will be notified to you by e-mail and such time must be utilised in the thirty (30) days following the end of this Agreement or it will be forfeited without refund.
15.4. We may terminate this Agreement immediately upon notice by e-mail to you if:
15.4.1. it becomes unlawful for (i) us to continue to provide the Service; or (ii) if we are required to cease the Service by a competent regulatory authority; or
15.4.2. you (or a third party acting on your behalf or instruction) fail to comply with any of the material terms or conditions of this Agreement including your obligation to pay and you do not remedy such failure within fifteen (15) days of a request to do so; or
15.4.3. you cease to carry on business or have a liquidator, receiver or administrative receiver appointed to you or over any part of your undertaking or assets or shall pass a resolution for your winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of your liabilities) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with your creditors, or shall be unable to pay your debts as they fall due.
16. Consequence Of Termination
16.1. In the event of termination of these Conditions we shall immediately suspend further provision of the Service.
16.2. Any termination of these Conditions (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination and clauses 17, 18 and 19 and any other clauses which by their nature are intended to survive, shall survive expiry or termination of these Conditions.
17. Limitation Of Liability
17.1. Nothing in these Conditions shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused directly by the other party’s negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law, or their servants, agents or employees. Subject to this:
17.1.1. to subject to clauses 17.1 and 17.2, the maximum aggregate liability of either party in contract, tort (excluding defamation), negligence, pre-contract or other representations or otherwise arising out of or in connection with these Conditions or the performance or observance of its obligations under these Conditions, and every applicable part of it shall be limited in aggregate to the value of the Contract between you and us.
17.1.2. Save in respect of clause 17.1, neither party will be liable to the other under these Conditions for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort, breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. Under no circumstances will a party, its officers, directors, employees, or agents be liable to the other for any damages, including, without limitation, direct, indirect or consequential loss or damage of any kind however caused and whether arising under contract, tort or property damage to the fullest extent permitted by law.
17.1.3. We expressly exclude (to the fullest extent permitted by law) any warranties as to the quality and/or suitability of the service by us and/or its use.
17.1.4. You are solely responsible for any liability arising out of any content provided by you and/or any material to which other users can link to through such content. Any data included in the Software upon installation by us is for testing use only and we hereby disclaim any and all liability arising there from.
18. Warranties And Indemnity
18.1. Each party to these Conditions represents and warrants to the other party that:
18.1.1. it has the full corporate right, power and authority to enter into these Conditions and to perform its obligations hereunder; and
18.1.2. it fully complies with, and shall continue to fully comply with, all the provisions of the UK GDPR and UK Data Protection Act 2018 and any similar or subsequent legislation insofar as they apply to it
18.2. You agree to indemnify and hold us harmless for all liabilities, loss, claims and expenses that may arise from (a) any breach of these Conditions by you; (b) any transmission or receipt of any content or message which you have requested or made using the Service; and (c) against any and all losses or liabilities incurred directly by us as a result of any breach or non-observance by you of any of these Conditions.
18.3. You agree to indemnify us, our officers, directors, employees, and agents from and against any and all claims which may be asserted against us, including but not limited to, any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses arising out of and/or in connection with your use of the Service under these Conditions (including, but not limited to claims in respect of defamation, breach of copyright or other intellectual property right infringement) that are brought or threatened against us by another person where you are at fault.
18.4. We agree to indemnify and hold you harmless for all liabilities, loss, claims and expenses that may arise from any breach of these Conditions by us during the provision of the Service and/or against any and all losses or liabilities incurred directly by you as a result of any breach or non-observance by us of any of these Conditions.
18.5. We agree to indemnify you, your officers, directors, employees, and agents from and against any and all claims which may be asserted against you, including but not limited to, any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses arising out of and/or in connection with our provision of the Service under these Conditions (including, but not limited to claims in respect of defamation, breach of copyright or other intellectual property right infringement) that are brought or threatened against you by another person where we are at fault.
19. Confidentiality
19.1. During the term of these Conditions and for a period of two (2) years thereafter, both parties agree with each other to keep all information that they obtain about the other concerning the business, finances, technology and affairs of the other, and in particular but not limited to the provision of the Service and regardless of its nature (“Confidential Information”), strictly confidential.
19.2. The provisions of this clause 19 shall not apply to:
19.2.1. information that has come into the public domain other than by breach of this clause or any other duty of confidence; and/or
19.2.2. information that is obtained from a third party without breach of this clause or any other duty of confidence; and/or
19.2.3. information disclosed to the professional advisers of either party, provided that such advisers are under an obligation of confidentiality no less onerous than that contained in this clause 19; and/or
19.2.4. information that is known by either party, in connection with the other party, and which has been disclosed to either party by a third party, other than by you or us or a contractor of either of them and not in breach of any duty of confidentiality; and/or
19.2.5. information that is trivial or obvious; and/or
19.2.6. information that is required to be disclosed by a government body or court of competent jurisdiction or by operation of law or in order to comply with the rules of a recognised stock exchange.
20. Data Protection/Proposals Details
20.1. We will only use the Client’s personal information, and only when the Client authorises us to use said personal information, for the following purposes:
20.2.1. provision of the Service to you;
20.1.2. keeping of a record for a reasonable period after termination of your Service;
20.1.3. operation and enforcement of these Conditions;
20.1.4. technical maintenance;
20.1.5. transferring it to another company in the event of a sale of Harvest Systems Support Limited; and
20.1.6. legal compliance including disclosing it to any third party who we reasonably consider has a legitimate interest in any such investigation or its outcome.
20.2. It is your responsibility to keep the personal information that you provide to us up to date. We may send notices or other information to you at the address you give us. You should notify us immediately of any change to your personal information by sending us an e-mail to Service@Raycon.co.uk.
20.3. Raycon provides consulting services, managed services, resale of computer equipment and systems for its clients but does not perform any Personal Data treatment under the Agreement.
20.4. As a result of the activities abovementioned, Raycon’s teams may have access to Client’s systems or services that store personal data.
20.5. The obligations deriving from this agreement only apply to the systems or infrastructures under the agreement, that are identified in writing as such, and as potentially storing Personal Data.
20.6. The present Agreement between Raycon and the Client will be in force for the duration of the Service Agreement between them.
20.7. The present Agreement will cease with immediate effect with the ceasing of the Service Agreement, by any means of termination, except if there are any specific conditions agreed to by both parties.
21. Data Processing
21.1. In this Clause 21 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.
21.2. Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 21 nor the Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
21.3. For the purposes of the Data Protection Legislation and for this Clause 21 and the Agreement, the Provider is the “Data Processor” and the Customer is the “Data Controller”.
21.4. The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms and Conditions.
21.5. The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and Conditions:
21.5.1. Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.
21.5.2. Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor.
21.5.3. Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and
21.5.4. Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
21.5.4.1. The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
21.5.4.2. Affected data subjects have enforceable rights and effective legal remedies;
21.5.4.3. The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
21.5.4.4. The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
21.5.5. Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, audits and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
21.5.6. On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law.
22. Security Assurances
22.1. Raycon assures it possesses the sufficient technical and organizational skills, for the services provided to be adequate to privilege its Clients’ systems confidentiality, including means of access, credentials, or other situations that might constitute a threat to the Client.
22.2. Raycon’s teams are organized according to the Client’s different systems and services access levels.
22.3. Raycon staff members undergo specific UK GDPR training as well as other security training.
22.4. Raycon staff members are subject to a Non-Disclosure Agreement, or similar legal confidentiality obligations, and bound to a Code of Conduct that includes in its scope activities that might involve access to the client’s Personal Data.
22.5. Raycon has in force several Policies that contribute to the security in the rendering of services to clients, that cover the Client’s Data Confidentiality.
22.6. Raycon is also ISO27001 (Information Security) Certified, which also applies to the Confidentiality, Security and Availability of Personal Data.
23. Security Measures Improvement
23.1. The parties acknowledge that security requirements are subject to permanent change, and that efficient security demands periodic evaluation, and therefore Raycon will perform periodic evaluations of the security requirements, as to perfect and complement the existing measures.
23.2. The parties will negotiate, in good faith, the costs, if any, of implementing effective security changes demanded by specific updated security requirements, which result from legislative changes or are imposed by competent authorities.
23.3. The parties will also negotiate, in good faith, the costs of implementing effective security changes that imply an alteration of the present agreement, requested by the Client.
24. Notices
24.1. Any notice required or permitted under this Agreement must be in English and sent by e-mail to Service@Raycon.co.uk.
24.2. Any notice to be sent to you will be sent to the e-mail address which you provide in the Order Form or such other e-mail address as you shall have given e-mail notice of as the billing e-mail address.
25. Assignment
25.1. We reserve the right to assign or sub-contract any or all of our rights and obligations under this Agreement without your further consent to such assignment or sub-contract. You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the Agreement or any rights or obligations therein without our prior e-mail consent.
26. Matters Beyond the Parties' Reasonable Control
26.1. If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party’s reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers, that party shall have no liability to the other for such failure to perform its obligations.
27. Proprietarys Rights
27.1. All title, interests, and rights (including intellectual property rights) in the Service remain vested in Harvest Systems Support Limited and/or its suppliers. You acknowledge such title, interest and rights and you shall not take any action to jeopardise, limit or interfere in any manner with our (or any third party supplier’s) title, interests or rights with respect to the Service including, but not limited to, using our trademarks or trade name.
28. Amendment Of These Conditions
28.1. We reserve the right to add to and/or amend the Conditions at any time. If we amend these Conditions, we will notify you by sending you an e-mail advising of the amendment thirty (30) days before the amendment is to take effect. If you continue to use the Service after any amendments to these Conditions have been notified to you, you will be deemed to have accepted such amendments.
29. Rights Of Third Parties
29.1. Notwithstanding any other provision in these Conditions a person who is not a party to these Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Conditions. Nothing in these Conditions shall affect any right or remedy of a third party which exists or is available other than as a result of the aforementioned Act.
30. Miscellaneous
30.1. Any agreed amendment to the Agreement must be made by e-mail from an authorised representative of each party.
30.2. The Agreement and the Service shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England.
30.3. In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to this Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
30.4. Any failure by either party to exercise or enforce any right or provision of these Conditions shall not constitute a waiver of such right or provision.
Raycon is a trading name of Harvest Systems Support Limited, Registered in England No: 4657583
59-60 Russell Square, London, WC1B 4HP
VAT No 812052379