Customer Terms and Conditions

1. Application

1.1 These terms and conditions apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (You or Your) and / or provision of services detailed in our quotation (Services) from Systech IT Solutions Limited a company registered in England and Wales under number 8523360 whose registered office is at Brough Business Centre Baffin Way, Brough, Hull, East Yorkshire, England, HU15 1YU (Us, We or Our).

1.2 You are deemed to have accepted these terms and conditions when You accept Our quotation, or from any performance of the Services, or from any delivery of Goods (which ever happens to be earlier) and these terms and conditions and our quotation (the Contract) constitute the entire agreement between You and Us.

1.3 No other terms and conditions shall apply to the provision of the Goods or Services unless agreed upon in writing between You and Us.

1.4 You acknowledge that You have not relied on any statement, promise or representation made or given by or on Our behalf. These conditions apply to the Contract to the exclusion of any other terms that You try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Interpretation

2.1 A "business day" means any day other than a Saturday, Sunday or bank holiday.

2.2 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

2.3 Words imparting the singular number shall include the plural and vice-versa.

3. Goods and Services

3.1 The description of the Goods and / or Services are set out in Our quotation. In accepting the quotation, you acknowledge that You do not rely on any other representations regarding the Goods and / or Services by Us. Descriptions of the Goods and or Services set out in other sales documentation are intended as a guide only.

3.2 We can make any changes in the specification of the Goods, or Services which are required to conform to any applicable safety or other statutory or regulatory requirements, and We will notify you if this is necessary.

3.3 Our quotation is a complete offer and is not subject to partial acceptance by You. Any acceptance of Our quotation is for all items on the quotation.

4. Services

4.1 We warrant that We will use reasonable care and skill in the performance of the Services which will comply with the quotation including any specification (Statement of Work Document (SOW)) in all material respects.

4.2 We will use Our reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of Our obligations.

4.3 Unless otherwise stated by Us all Services are provided by Us on a time charge basis. The quotation is not a fixed price and further Services may need to be purchased by You to complete the intended scope of Services depending on progress of the Services by Us.

4.4 Services are provided between the hours of 0900hrs to 1700hrs (Consultancy Day).

4.5 If You release the Systech Technical Resource before 1700hrs on any Consultancy Day Your liability is for the full Consultancy Day.

4.6 There is a minimum booking period of fourteen (14) calendar days from receipt of Your order for You to call off Services. This period may be longer depending on Our workload.

4.7 We will only confirm bookings for provision of Services to You on receipt of either a valid (as defined by Us) purchase order or valid (as defined by Us) email from You authorising Us to proceed (Order).

4.8 Please note bookings may change for reasons beyond Our control, we will use Our reasonable endeavors to inform You in good time if this occurs.

4.9 If the Services are not booked, called off by You and provided by Us within twelve (12) months of the date of Your Order, these Services will no longer be available to You (Expired Services). You will not be given any refund in respect of these Expired Services.

4.10 In the performance of the Services We will have no liability whatsoever where You or Your representatives carry out unauthorized (not detailed in the SOW) installation, configuration, or amendment of any infrastructure, applications, software, or hardware. Please note the scope, methods and responsibilities will be detailed in the Scope of Works document (SOW) prepared by Us.

4.11 No Services will be provided by Us until receipt of an authorized SOW by You.

4.12 Any departure from the authorized SOW will be subject of a Client Confirmation of Verbal Instruction (CCVI) prepared by Us.

4.13 We will not undertake any Services detailed on CCVIs unless they are authorized by You.

4.14 Where We consider the CCVIs contain additional Services, and / or Goods, We will prepare a quote for Your acceptance (Order) prior to proceeding with the Services and / or Goods.

5. Price / Fees

5.1 Subject to sub-Clause 5.6, the price (Price) of the Goods shall be detailed in the quotation.

5.2 The Fees (Fees) for the Services are set out in the quotation and are on a time and material basis.

5.3 Where We have not quoted fixed rates for expenses in Our quotation then We can also recover from You, reasonable incidental expenses as determined by Us on Our current schedule of expenses.

5.4 A copy of Our current schedule of expenses is available on request.

5.5 Expenses may include, but are not limited to travel and subsistence, hotel costs, the cost of Services provided by third parties and required by Us for the performance of the Services and the cost of materials required for the provision of the Services.

5.6 If the cost of the Goods to Us increase due to any reason beyond Our control including, but not limited to, increase in material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, We can increase the price prior to delivery and such shall be reflected in the invoice and shall be payable by You.

5.7 Any increase in the Price of Goods under sub-Clause 5.6 shall only take place after we have notified You in writing.

5.8 The Price is not inclusive of fees for packaging, transportation and delivery unless expressly stated on Our quotation.

5.9 You must pay Us for any additional Services provided by Us that are not specified in the quotation or detailed in the Scope of Work Document (SOW) in accordance with Our then current applicable rate in effect at the time of performance, or such other rate as may be agreed between You and Us.

5.10 The provisions of clause 5.6 also apply to these additional Services.

5.11 The Price is not inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority unless expressly stated on the quotation.

6. Cancellation and Alteration

6.1 We can, or You can cancel the Order at any time prior to Your acceptance or rejection of Our quotation.

6.2 Once acceptance of Our quotation has been made through receipt of a valid Purchase Order, or valid email from You authorising us to proceed, the Order cannot be cancelled by You.

6.3 Unless expressly stated, the quotation is valid for a period of seven (7) days from the date of the quotation.

6.4 We may expressly withdraw the quotation at any time prior to the expiry of the quotation.

6.5 If You want to amend any details of the Services You must tell Us in writing as soon as possible. We will use reasonable endeavors to make any required changes, additional costs will be included in the Fees and invoiced to You.

6.5 If, due to circumstances beyond Our control, including those set out in the clause below (Circumstances beyond a Party's control), We have to make any change in the Services or how they are provided, We will notify You immediately. We will use reasonable endeavors to keep any such changes to a minimum.

6.6 We can withdraw, cancel or amend a quotation if it has not been accepted by You.

7. Payment

7.1 Subject to 5.6 You must pay the Price or the Fees stated on Our quotation, which has been accepted by You and within thirty (30) days of the date of the invoice.

7.2 Time for payment of Goods or Services shall be of the essence of the Contract. Subject to 5.6 You must pay Our Fees for Services in advance.

7.3 If You require services to commence before the normal period for payment of Our invoice (30 days) then You must make payment in full before we commence the Services.

7.4 Payment for Goods must be made by You notwithstanding that delivery may not have taken place and / or that the property in the Goods has not passed to You.

7.5 If You fail to make payment for Goods or Services within the period in sub-Clause 7.1, and payment is still outstanding after a further seven days after issuing a payment reminder, We shall suspend any further deliveries to You, or suspend the provision of Services to You, cancel any pending Orders from You and charge You interest at the rate of 9% per annum above the HSBC base rate from time to time on the amount outstanding until payment is received in full.

7.6 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither You or Us can assert any credit, set-off or counterclaim against the other in order to justify with holding payment of any such amount in whole or in part.

7.7 All payments must be made in pounds sterling unless otherwise agreed in writing between You and Us.

7.8 If You fail to make payment in accordance with Clause 7.1, and payment remains outstanding after reasonable reminders and a final written demand, We reserve the right to suspend all or part of the subscription-based Services, including firewalls and other critical services. Such suspension will only occur after providing You with at least seven (7) calendar days' notice of Our intent to suspend. Suspension does not absolve You of Your obligation to pay any outstanding amounts or ongoing subscription fees during the period of suspension.

8. Your Obligations

8.1 You must obtain any permissions, consents, licenses or otherwise that We need and must give Us access to any and all relevant information, materials, properties and any other matters which We need to provide the Services. Note, if You do not comply with this We can terminate the Services.

9. Delivery

9.1 We shall arrange for the delivery of the Goods on or as near as reasonably possible to the delivery date detailed in the quotation, or as subsequently informed by Us in writing to You to the address specified in Your Order or to another location as agreed in writing between You and Us.

9.2 If no delivery address is specified by You or if it is so agreed between You and Us, You shall collect the Goods from either Our premises or Our sub supplier's premises, as decided by Us at any time after We have notified You that the Goods are ready for collection.

9.3 Subject to the specific terms of any special delivery service, delivery may take place at any time of the day and must be accepted at any time of the day.

9.4 If You fail to take delivery of the Goods We may, at Our discretion and without prejudice to any other rights: (a) store or arrange for the storage of the Goods and shall charge You for all associated costs and expenses including, but not limited to, transportation, storage, demurrage and insurance; and / or (b) make arrangements for the redelivery of the Goods and shall charge You for the costs of such redelivery.

9.5 If redelivery is not possible under sub-Clause 9.4(b), You shall be required to collect the Goods from either Our or Our sub supplier's premises and You shall be notified of the same.

9.6 We reserves the right to charge You for all associated costs including, but not limited to, storage, demurrage and insurance.

9.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by circumstances beyond Our control or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

9.7 We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle You to cancel any other installment.

9.8 If We fail to deliver the Goods on the delivery date other than for reasons beyond Our control, You may give written notice to Us within 14 days after the delivery date requiring Us to deliver the Goods within 14 days of that notice (Notice Period).

9.9 If We receive no notice from You under sub-Clause 9.8, We shall have no liability in respect of late delivery provided that We deliver the Goods at any time after the delivery date.

9.10 If We fail to deliver within the Notice Period You shall have the right to cancel the Order.

10. Inspection and Acceptance of Goods

10.1 You are under a duty to inspect the Goods on delivery or collection.

10.2 If You identify any damage or shortage You must inform Us in writing within three (3) working days of delivery, providing details of the alleged damage or shortage. We shall not be liable to make good any shortage or rectify any damage if You fail to properly provide such notice.

10.3 We will only accept returned Goods if We are satisfied that those Goods are defective and if required, have carried out an inspection. We must be permitted to inspect the affected Goods before You use, alter, modify or incorporate them in your infrastructure in any way.

10.4 Subject to Your compliance with 10.1, 10.2 and 10.3 and Our agreement with any alleged damage or shortages, We shall as appropriate repair, or replace, or refund the Goods or part of them within a reasonable time.

10.5 We shall be under no liability for and shall not indemnify You against any matters arising from damage or shortages.

10.6 We shall not be liable for defects arising out of normal wear and tear, Your failure to follow any instructions given by Us, misuse or alteration of the Goods, negligence, willful damage or any other act by You, Your employees, agents or any other third party.

11. Sub-Contracting and assignment

11.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights under these Terms and Conditions and can subcontract or delegate in any manner or all Our obligations to any third party.

11.2 You must not without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under these Terms and Conditions.

11.3 The Customer agrees that during the term of this Agreement and for a period of twenty-four (24) months following its termination or expiry (the “Restricted Period”), the Customer shall not, directly or indirectly, solicit, entice, recruit, or attempt to recruit any employee, contractor, or consultant of Systech with the intention of inducing such person to leave their employment or engagement with Systech. For the purposes of this clause, “solicit” includes any direct or indirect approach or communication—whether in person, by telephone, email, or otherwise—with the aim of persuading such individuals to accept employment or engagement with the Customer or any third party. In the event the Customer receives any unsolicited application from an individual who is or was recently employed by Systech, the Customer shall promptly notify Systech in writing within seven (7) days of receipt of such application. The Customer acknowledges that any breach of this clause may cause irreparable harm to Systech, and Systech shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

12. Confidentiality

12.1 Each Party agrees not to disclose any confidential information provided by the other Party during the process of quotation, acceptance, provision of services and / or goods (The Process), or at any time thereafter to any third party save where the law requires. Each Party also agrees not to use any such confidential information for any purpose other than in the performance of The Process and will not use the information for any business or other purpose of its own. For the avoidance of doubt such information includes but is not limited either in type, genus or subject to:

12.1.1 All marketing information and intelligence
12.1.2 All costings and pricings
12.1.3 All trade secrets, process and formulae
12.1.4 All intellectual property
12.1.5 All material marked Copyright

12.2 Each Party undertakes to procure that its employees, directors, agents and advisors and any other persons to whom it makes available confidential information shall also keep confidential the information the subject of this clause 12.

13. Data Protection

13.1 Compliance with GDPR:

All personal data that We may use will be collected, processed, and held in accordance with:

The EU General Data Protection Regulation (GDPR) (EU Regulation 2016/679) as incorporated into UK law under the UK GDPR.
The UK Data Protection Act 2018.

13.2 Privacy Notice:

For complete details of Our collection, processing, storage, and retention of personal data, including the purposes for which personal data is used, the legal basis for processing, Your rights, and how to exercise them, please refer to Our Privacy Notice available on Our website or upon request. Key details include:

Purpose: Personal data is processed to fulfil contractual obligations, communicate with You, and comply with legal requirements.
Retention: Data is retained only as long as necessary for these purposes or as required by law.
Third Parties: Data may be shared with trusted service providers where necessary for the performance of this Contract.

13.3 Data Processing Agreement (DPA): Where We process personal data on Your behalf as part of delivering the Services, a DPA will apply. The DPA outlines the scope of processing, data minimisation, retention periods, security measures, and Your instructions for processing.

13.4 Your Obligations: You must ensure that You have the appropriate legal basis for sharing any personal data with Us. You also agree to implement appropriate measures to ensure the accuracy and security of data shared with Us.

13.5 Security Measures: We will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or misuse.

14. Cybersecurity Obligations

14.1 Customer Responsibility for Cybersecurity:

The Customer (You) is responsible for maintaining the security of Your systems, networks, and infrastructure, except where explicitly covered under the managed services provided by Us. Your responsibilities include:

14.1.1 Implementing and Maintaining Measures:

Ensuring cybersecurity measures for systems not covered under Our managed services, including but not limited to antivirus software, strong passwords, access controls, and system updates.

14.1.2 Annual Testing Requirements:

Conducting annual penetration testing and vulnerability assessments on Your systems, infrastructure, and networks to identify and mitigate potential risks.

If such tests are not carried out, any resulting cybersecurity incidents or breaches will be Your sole responsibility, and We shall not be held liable for associated damages or losses. If You require assistance, We can provide guidance and refer You to trusted third-party providers for such testing.

14.1.3 Industry Standards Compliance:

Ensuring Your infrastructure complies with industry standards and best practices, including but not limited to Cyber Essentials requirements.

14.1.4 DORA Compliance:

If You are subject to the Digital Operational Resilience Act (DORA), You are solely responsible for ensuring compliance with its requirements for Your systems and processes, including risk management, testing, incident reporting, and governance.

14.1.5 Change Management:

Assessing any changes made by You, Your employees, or third parties to Your systems for potential security risks and applying appropriate measures.

14.2 Impact of Changes Made by the Customer:

You acknowledge and agree that:

Any changes, configurations, or adjustments made by You, Your employees, agents, or third parties to Your systems, infrastructure, or networks are Your sole responsibility unless explicitly covered by the managed services.
We are not responsible for issues, vulnerabilities, or damages arising from changes made by You that are outside the scope of Our services or documented agreements (e.g., Scope of Works document).
If such changes impact the performance, security, or functionality of Our managed services, You shall be responsible for rectifying the issues or covering the costs of additional work required by Us to address them.

14.3 Provider Responsibilities:

As part of the managed services, We shall:

Firewall and Security Updates:
- Provide, configure, and maintain firewalls and apply updates to systems covered under the managed services, as defined in the Scope of Works or Service Level Agreement (SLA).
System Monitoring:
- Continuously monitor systems under the managed services for security events or vulnerabilities and take appropriate action to address identified risks.
Incident Response:
- Notify You promptly of any detected security incidents or vulnerabilities affecting the managed services and take reasonable steps to mitigate the impact.
Compliance Assistance:
- Provide reasonable assistance and guidance for compliance with industry standards and regulatory frameworks such as DORA where applicable.

14.4 Shared Responsibilities for Cybersecurity:

Both parties acknowledge that cybersecurity is a shared responsibility. Therefore:

We are responsible for the security of systems explicitly covered under the managed services.
You remain responsible for systems, configurations, or changes not included in the Scope of Works.
If You require compliance with DORA, You are responsible for implementing and maintaining the necessary controls, processes, and reporting structures to meet its requirements, except where specific responsibilities are explicitly agreed to and documented in the Scope of Works.

14.5 Customer Obligations in Using Managed Services:

When using the managed services provided by Us, You agree to:

Provide Us with timely and complete access to systems, networks, or infrastructure required to deliver the services.
Follow Our guidance, recommendations, and security measures for the secure use of the managed services.
Notify Us immediately of any security concerns, incidents, or changes to Your systems that may affect the performance of the managed services.
Conduct annual penetration testing and vulnerability assessments as required.

14.6 No Liability for Systems Outside Managed Services:

We shall not be held liable for:

Any cybersecurity incidents, breaches, or vulnerabilities arising from systems, configurations, or networks not covered by the managed services.
Any failure on Your part to conduct annual penetration testing or vulnerability assessments.
Any failure on Your part to follow guidance or recommendations provided by Us.
Any loss, damage, or interruption caused by third-party systems, software, or infrastructure not managed by Us.
Any failure to achieve compliance with DORA or similar regulatory frameworks unless explicitly agreed in writing that We will be responsible for such compliance.

14.7 Indemnity:

You agree to indemnify and hold Us harmless against any claims, damages, or losses resulting from:

Your failure to maintain cybersecurity measures for systems outside the managed services.
Any unauthorized changes or configurations made by You or third parties that adversely affect the managed services or the security of systems under Our management.
Your failure to conduct required annual penetration testing or vulnerability assessments.
Any failure by You to meet DORA requirements where applicable.

14.8 Incident Collaboration:

In the event of a cybersecurity incident, both parties agree to:

Cooperate fully in identifying the cause of the issue and mitigating its impact.
Share relevant information (to the extent permitted by law) to facilitate resolution and prevent recurrence.

15. Risk and Title

15.1 Risk of damage to, or loss of the Goods shall pass to You either when the Goods are delivered to You, or when We notify You that the Goods are ready for collection.

15.2 Title to the Goods will not pass to You until We have received payment in full (in cash or cleared funds) for: (a) the Goods and / or (b) any other Goods or Services that We have supplied to You in respect of which payment has become due.

15.3 Until title to the Goods has passed to You, You must (a) hold the Goods on a fiduciary basis as our bailee: and / or store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and / or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

15.4 As long as the Goods have not been resold, irreversibly incorporated into another product, and without limiting any other right or remedy We may have, We can at any time ask You to deliver up the Goods at your cost and, if You fail to do so promptly, enter Your premises or of any third party where the Goods are stored in order to recover them.

15.5 You right to possession of the Goods in which We retain legal and beneficial title shall terminate if: (a) You commit a material breach of Your obligations under these Terms and Conditions; (b) You are or become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; (c) You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or (d) You convene any meeting of Your creditors, enters into voluntary or compulsory liquidation, as a receiver, manager, administrator or administrative receiver appointed in respect of Your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of You, notice of intention to appoint an administrator is given by You or any of Your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of You or for the granting of an administration order in respect of You, or any proceedings are commenced relating to the insolvency or possible insolvency of You.

16. Termination

16.1 Immediate Termination

We can terminate the sale of Goods or the provision of Services immediately if You:

commit a material breach of Your obligations under these Terms and Conditions; or
fail to pay any amount due under the Contract on the due date for payment; or
are or become or, in Our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; or
enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement made with Your creditors; or
convene any meeting of Your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed in respect of Your assets or undertakings or any part of them, or any documents are filed with the court for the appointment of an administrator.

16.2 Subscription/Managed Services

16.2.1 Termination of Managed Services:

Managed services are governed by the signed Services Agreement, which includes specific notice periods and obligations.

16.2. Termination of Subscriptions:

For monthly subscriptions, a minimum of One Month's written notice is required before termination.

Annual subscriptions are subject to the full balance of the remaining term if terminated early.

16.3 General Termination Provisions:

All termination requests must be submitted via email to sales@systechitsolutions.co.uk.

Access to services ceases at the end of the subscription term, and the Customer is responsible for data backups and transitions before termination.

17. Rights, Warranties and Liability

17.1 Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.

17.2 Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. If We do not deliver the Goods, Our liability is limited subject to the clause below to the costs and expenses incurred by You in obtaining replacement Goods of similar description and quality in the cheapest market available.

17.3 Our total liability will not in any circumstances exceed the total amount of the Price or the Fees payable by You.

17.4 We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods for: a) any indirect, special or consequential loss, damage, costs, or expense; and /or b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and / or c) any failure to perform any of Our obligations if such delay or failure is due to any cause beyond our reasonable control; and / or d) any losses caused directly by any failure or breach by You in relation to Your obligations; and / or e) any loss relating to the choice of goods and how they will meet Your purpose or the use by You of the Goods supplied.

17.5 The exclusions of liability contained within this Clause 17 shall not exclude or limit Our liability: (a) for death or personal injury caused by Our negligence; (b) for any matter for which it would be illegal for Us to exclude or limit Our liability; and (c) for fraud or fraudulent misrepresentation. "

18. Communications

18.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

18.2 Notices shall be deemed to have been duly given: (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; (b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; (c) on the fifth business day following mailing, if mailed by national ordinary mail; or (d) on the tenth business day following mailing, if mailed by airmail.

18.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party. "

19. Force Majeure

19.1 Neither party shall 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 (Circumstances beyond a Party's control). 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.

20. No Waiver

20.1 No waiver by Us of any breach of these Terms and Conditions by You shall be considered as a waiver of any subsequent breach of the same or any other provision.

21. Severance

21.1 In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable,

that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

22. Law and Jurisdiction

22.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

22.2 Any dispute, controversy, proceedings or claim between Us and You relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom) are subject to the exclusive jurisdiction of the English courts

23. Subscription-Based Software, Services, and Managed Offerings

23.1 Definitions

Billing Month: Any month during which subscription-based software, services, or managed offerings are provided by Systech IT Solutions Ltd (Systech) under this Agreement.
Initial Start-Up Fee: A one-time fee may be payable upon commencement of subscription-based services, as outlined in the agreed quotation or order.
Order: A valid purchase order or email instruction from the Customer authorising Systech to proceed with a specified service or quotation.
Software Provider: The vendor or licensor of the third-party software or platform (e.g., Microsoft, Watchguard, Altaro) covered by the service.

Third-Party EULA: The End User Licence Agreement or Software as a Service agreement governing the Customer's rights and obligations for the use of third-party software.

23.2 General Provisions

23.2.1 Scope of Services:

Subscription-based services may include, but are not limited to:

Physical and Virtual Machine Backup Services
Microsoft 365 Licensing and Backup Services
Managed Firewall Services
Azure Cloud and Consumption-Based Services
Wi-Fi and Network Subscription Services

Services are purchased on a subscription basis, either monthly or annually, and are subject to a signed Services Agreement for managed services.

23.2.2 Third-Party Software Compliance: The Customer is solely responsible for complying with all applicable terms, conditions, and obligations outlined in third-party EULAs or SaaS agreements.

Systech accepts no liability for any breaches of third-party vendor agreements by the Customer, including but not limited to:

Licensing compliance
Usage limitations
Breach of software provider's intellectual property rights.

23.2.3 Software and Service Elements:

Each subscription may include a software element provided under a third-party EULA and a service element delivered by Systech. These elements are separate and governed independently by the respective agreements.

23.2.4 Customer Liability:The Customer indemnifies Systech for any claims, penalties, or damages arising from non-compliance with third-party agreements.

23.3 Fees and Billing

Initial Fees:Initial Start-Up Fees become payable upon acceptance of the Order and prior to commencement of services.

Subscription Fees: Monthly subscriptions are billed in advance and payable at the start of the Billing Month. Consumption-based services (e.g., Azure or VM backups) are invoiced monthly in arrears based on usage.

Annual Commitments:

For annual subscription agreements, early termination will result in liability for the remaining balance of the agreed term.

23.4 Reserved. For subscription termination terms, see Clause 16.2

23.5 Customer Responsibilities

Compliance and Governance: Customers must ensure compliance with all applicable vendor agreements, regulations, and data governance standards related to the subscribed services.

Security and Access:

Customers must maintain adequate security and provide timely access for Systech to deliver services effectively.

Changes to Subscriptions: Any changes to the Customer's subscription (e.g., upgrades, downgrades, or reassignment of workloads) must be communicated to Systech in writing.

23.6 Acknowledgements

23.6.1 Third-Party Agreements: The Customer acknowledges that the services provided by Systech do not alter or replace the terms of any third-party agreements.

23.6.2 No Liability for Third-Party Systems: Systech accepts no responsibility for any issues, damages, or losses arising from the Customer's use of third-party software or failure to comply with associated agreements.

23.7 Use of Cloud Software Portals

23.7.1 General Use: may access and utilise cloud software portals provided by Systech or third-party vendors, including white-labeled portals, to purchase subscription-based software and services.

23.7.2 Responsibility for Orders: The Customer is solely responsible for ensuring the accuracy of all orders placed through the portal, including but not limited to:

The correct selection of products or services; The quantities specified in each order; and

Any configuration or subscription details input by the Customer.

Systech will not be liable for any errors, omissions, or discrepancies in orders resulting from the Customer's actions, including incorrect quantities or selections made during the ordering process.

23.7.3 Credit Control and Order Limits: Systech reserves the right to impose limits on the use of the portal, including restricting purchases, quantities, or subscription changes, based on credit control measures or the Customer's payment history.

23.7.4 Confirmation of Orders: Orders placed through the portal will only be considered accepted once Systech has issued an official order confirmation. Until confirmation is issued, no contractual obligation to deliver the ordered goods or services exists.

23.7.5 Updates and Maintenance of the Portal: Systech reserves the right to update, modify, or temporarily suspend access to the portal for maintenance, updates, or other operational reasons. Customers will be notified of such changes when reasonably possible.

23.7.6 Compliance with Terms of Use: The Customer agrees to use the portal in compliance with any terms of use or policies provided by Systech or the third-party vendor operating the portal. Any misuse or unauthorized activity may result in suspension or termination of portal access.

23.7.7 Indemnity: The Customer agrees to indemnify and hold Systech harmless for any losses, damages, or claims arising from the Customer's use of the portal, including but not limited to errors in order placement, non-compliance with terms of use, or any breach of third-party vendor agreements.

24. Partner of Record Designation

24.1 Appointment as Partner of Record: Where applicable, You agree to designate Us as Your Partner of Record under the relevant Microsoft programs for the services or subscriptions we manage or support, including but not limited to:

Digital Partner of Record (DPOR): Associating Us with the overall management and support of Microsoft subscriptions, such as Microsoft 365 or Azure, as specified in this Contract.
Claiming Partner of Record (CPOR): Associating Us with specific workloads or services provided under Your Microsoft environment to reflect Our contributions accurately.

This designation ensures We can provide the agreed support and services effectively, access relevant Microsoft resources, and be appropriately recognised for Our role.

24.2 Responsibilities:

Our Responsibilities:

Provide guidance and assistance for the designation of Our organisation as DPOR or CPOR for applicable subscriptions or workloads.
Deliver services aligned with Microsoft best practices and as detailed in the Scope of Works or Service Level Agreement (SLA).
Act as Your primary point of contact for Microsoft-related services and liaise with Microsoft to resolve issues, optimize performance, or manage subscriptions as required.

Your Responsibilities:

Ensure the proper designation of Us as DPOR or CPOR for applicable Microsoft services and workloads We support, as outlined in this Contract.
Provide necessary permissions and access for Us to complete the designation process and manage the associated services.
Notify Us promptly of any changes to Your subscriptions, workloads, or permissions that may impact Our designation or ability to perform services.

24.3 Data Sharing with Microsoft: You acknowledge that, as DPOR or CPOR, We may receive usage, performance, and billing data from Microsoft related to Your designated subscriptions or workloads. All such data will be processed and managed in accordance with Clause 13 (GDPR and Data Protection).

24.4 Modification or Termination of Designation: You may modify or terminate Our designation as DPOR or CPOR at any time by notifying Microsoft and Us in writing.

Upon termination of the designation, We will cease any Partner of Record-related activities and ensure a smooth transition of responsibilities, as applicable.

Termination of Our designation does not relieve You of any obligations under this Contract or affect services previously delivered.

24.5 Recognition for Services Provided: In instances where other partners are also associated with Your Microsoft subscriptions or workloads, You agree to accurately recognize Our contributions by assigning Us as CPOR or DPOR for the specific services We provide. This ensures clarity regarding the roles and responsibilities of all partners involved.