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Terms and Conditions

39D Managed IT Services > policy > Terms and Conditions

Welcome to 39D Services Limited, trading as 39D. These Terms and Conditions (“Terms”) govern our supply of services and sale of goods (collectively referred to as “Services”) that we may provide to you from time to time.

These Terms and Conditions are divided into four sections as follows:

  • Section 1: Support Contracts
  • Section 2: Supply of Services
  • Section 3: Supply of Goods
  • Section 4: General Terms applicable in all circumstances

When you purchase our Services, the details of the Services purchased will be specified in the Service Terms, Quote, Sales Order and any applicable Service Schedule. For the purchase of a Support Contract, the Service Schedule to the Quote or Sales Order will also apply. Additionally, the service will run for the duration of the initial term as shown on the Quote or Sales Order.

In these Terms and Conditions:

  • “we”, “our”, and “Provider” refer to 39D Services Limited, a limited liability company registered in England and Wales with registered number 03907462 and registered office address at Runway House, Northweald Airfiled, Northweald, Essex, CM166HR
  • “you”, “your”, and “Customer” refer to the person, firm, or entity on whose behalf a Quote or Sales Order is acknowledged or signed.

Thank you for reviewing our Terms and Conditions. If you have any questions, please contact us at [email protected].

1 – Support Contracts

1.1 Type of Support Contracts

We offer our IT support services under the following contract types:

  • Annual Remote Unlimited: Provides comprehensive IT support on an annual basis, including unlimited remote support for the Supported System during the designated Support Hours, Support Period, and Response Time.

  • Annual Onsite Unlimited: Provides comprehensive IT support on an annual basis, including unlimited remote and on-site support for the Supported System at the Supported Location during the designated Support Hours, Support Period, and Response Time.

  • Annual Fixed-Hour: Offers IT support on an annual basis with a specified number of hours detailed in the Service Schedule. This includes remote and on-site support for the Supported System at the Supported Location during the designated Support Hours, Support Period, and Response Time.

  • Hourly Pre-Purchase: Provide IT support based on a pre-purchased number of hours as specified in the Service Schedule. This includes remote and on-site support for the Supported System during the designated Support Hours, Support Period, and Response Time. Hourly Pre-Purchase does not include any Annual Contract Services.

  • Hourly PAYG: Provides IT support services as outlined solely in the Quote or Sales Order. Hourly PAYG does not include any Annual Contract Services and is not considered a Support Contract.

1.2 Subject to These Terms and Conditions

All Support Contracts are subject to these Terms and Conditions, as may be amended in the Service Schedule. Additionally:

  • Excluded Events: Events or conditions outside our reasonable control that may affect the provision of Services, as defined in the Service Schedule.

  • Force Majeure Events: Extraordinary events or circumstances beyond our control, such as acts of nature, war, civil unrest, strikes, or government actions, which may impact our ability to deliver Services as outlined in the Service Schedule

2. Service Credits

2.1 Failure to Meet Response Time

If we fail to respond to a support request within the designated Response Time as stipulated in the Service Schedule, you shall be entitled to receive the applicable service credit outlined in the Service Schedule. This entitlement is subject to the condition that the fault or issue with the Supported System was not caused by an Excluded Event or Force Majeure Event. In the case of a system fault, you must promptly notify us in accordance with clause 6.1.3.

Service Credit as Exclusive Remedy

The provision of a service credit shall constitute the sole remedy for our failure to meet the Response Times specified in the Service Schedule. Service credits will be applied as a deduction from the amount owed by you to us in the subsequent invoice issued by us. We are not obligated to make any monetary payment or issue any refund to you.

3. Duration of IT Support Contracts

3.1 Annual Support Contracts

Our Annual Support Contracts commence on the Contract Commencement Date. Unless terminated earlier pursuant to this clause 3.1 or clause 19, the Annual Support Contracts shall continue for the Initial Contract Period and automatically extend for subsequent Renewal Periods. Either party may terminate an Annual Support Contract by providing written notice to the other party at least 60 days before the end of the Initial Contract Period or any Renewal Period.

3.2 Hourly Pre-Purchase Support

Our obligation to provide support under the Hourly Pre-Purchase commences on the Contract Commencement Date and continues for a period of 12 months unless terminated earlier in accordance with clause 19. Any unused hours purchased under the Hourly Pre-Purchase shall not carry over to any other service plan and shall be forfeited at the end of the Support Period specified in this clause 3.2.

3.3 Termination Compensation

If you elect to terminate an Annual Support Contract during the Initial Contract Period or any Renewal Period, or if termination is warranted under clause 19, we are entitled to fair compensation. This compensation shall be equal to the full amount of our fees and other charges that would have been payable to us for the entire term of the Initial Contract Period or Renewal Period, had the Annual Support Contract not been terminated prematurely as per clause 3.1. Such fees and charges become due and payable to us immediately upon termination.

For further details regarding termination rights and compensation, please refer to clause 19 of these Terms and Conditions.

4. Support Desk Contact, Resolution, and Escalation

4.1 Support Request

You may request support by contacting our support desk via the following methods:

All support requests must include:

  • Description of the issue
  • User’s name
  • PC number
  • Contact telephone number
  • Start time of the incident

4.2 Acknowledgment of Support Request

Upon logging a support request in our support tracking system, we will provide an acknowledgment receipt and a unique service log number as soon as reasonably practicable. Each support request incurs a standard minimum time allowance of 5 minutes.

4.3 Response Times

Our Response Times commence from the moment we log the receipt of a support request in our support tracking system. We strive to respond to all support requests within the designated Response Times using reasonable efforts.

4.4 Priority and Assessment

Support requests are prioritized based on our assessment of the severity of the issue. By default, all support requests are initially deemed non-critical until assessed otherwise.

4.5 Issue Resolution

Upon assessing the seriousness of the support request, we will endeavor to provide a fix that materially resolves the issue. Depending on the situation, we may offer a temporary emergency fix or workaround solution until a permanent fix can be implemented. We retain discretion in determining the appropriate resolution for system faults.

4.6 On-site Support

For Support Contracts, if our help desk technicians are unable to resolve a system fault remotely, we may, at our discretion, dispatch an engineer to the Support Location. Our engineer may replace parts or components of the Supported System necessary to resolve the issue. Charges for spare parts may apply. Parts and components removed by us during support will no longer be considered part of the Supported System.

4.7 Software Updates

Where permitted by applicable software license agreements, we may use new versions, releases, patches, and updates of third-party software to address known issues and system faults.

4.8 Excluded Events

We are not obligated to provide support if, acting reasonably, we determine that the issue with the Supported System is attributable to an Excluded Event.

4.9 Additional Service Fee

We reserve the right to charge an Additional Service Fee under the following circumstances:

  • Providing Additional Services
  • Providing support for a Supported System not in good working order due to an Excluded Event
  • Providing support outside the designated Support Period or Support Location

4.10 Abuse of Services

If we reasonably determine that you are abusing our Services, such as through excessive service requests caused by improper or negligent use of the Supported System by your employees, we may request moderation of behavior and provide reasonable guidelines. In extreme cases, we reserve the right to limit service requests, change the type of Support Contract provided, or cease further support services.

4.11 Site Visits

Site visits to the Support Location or any other location are at our sole discretion

5. Our Obligations

5.1 Provision of Services

We undertake to provide our Services with reasonable care and skill.

5.2 Response Times and Performance Dates

We will make reasonable efforts to meet any Response Times and other agreed performance dates between us. However, any such dates are estimates only, and time shall not be of the essence in relation to them.

Information Security Consultancy Services

5.3 Legal Advice Disclaimer

If our services include information security consultancy, you acknowledge that we do not provide legal advice, particularly regarding the interpretation and application of Data Protection Legislation.

5.4 Scope of Information Security Consultancy Services

Our information security consultancy services may include strategy development, security architecture implementation, risk analysis, and training. Each specific service will be provided only if explicitly stated in the applicable Service Schedule. While we exercise reasonable care and skill in delivering these services, it is important to note:

  • Our services do not guarantee immunity from security breaches. For instance, the use of antivirus software does not guarantee protection against viruses, implementing a password policy does not guarantee password security, and employing a firewall does not guarantee immunity from hacking.
  • Accordingly, as per clause 18.4.1, we do not accept liability for any losses incurred due to security breaches. We cannot be held responsible for failures or errors in third-party software.

6. Your Obligations

You, as the Customer, shall:

6.1 General Obligations

  1. Provide Information and Access

    • Provide us with all reasonable information, assistance, and remote access to the Supported System necessary for us to provide support.

  2. Access to Support Location

    • Permit full and free access to the Support Location and the Supported System for our employees, contractors, and agents.
    • Provide adequate and safe working space and necessary telecommunication facilities while at the Support Location.

  3. Prompt Notification

    • Promptly notify us if the Supported System is found to be operating incorrectly.

  4. Suitable Installation and Use

    • Ensure the Supported System is installed and maintained in suitable premises and conditions.
    • Allow only trained and competent personnel to use the Supported System.
    • Follow any operating instructions provided by us.

  5. Maintenance and Modifications

    • Not allow any person other than us to maintain, alter, modify, or adjust the Supported System without our prior written approval.
    • Not move the Supported System from the Support Location without our prior written approval, which shall not be unreasonably withheld or delayed.

  6. Reserve Equipment

    • Store any reserve equipment in conditions approved by us.
    • Make this equipment available for periodic maintenance, as required for all parts of the Supported System.

  7. Supplies and Materials

    • Use only supplies or materials supplied or approved by us, with approval not unreasonably withheld or delayed.

  8. Changes to Services

    • Provide at least 14 days written notice before making any changes to services provided to the Supported System by any third party.
    • Obtain our prior written consent before implementing such changes, with consent not to be unreasonably withheld or delayed.
    • For example, notify us of any changes in internet service provider to assess impact on our Service provision.

  9. Awareness of Hardware and Software

    • Keep us informed at all times of all hardware and software comprising the Supported System.
    • Understand that any changes made to the Supported System, whether software or hardware related, may not be compatible unless specifically provided in a Service Schedule.
    • We cannot guarantee compatibility if we are unaware of all hardware or software comprising the Supported System prior to such changes.
    • Any assistance provided by us regarding compatibility issues shall be considered Additional Services.

Section 3 – Supply of Goods

These terms and conditions govern the supply of goods by 39D Services Limited (“Supplier”) to you (“Customer”), whether or not as part of a Support Contract.

7. Goods Contract

  1. Offer and Acceptance

    • The Quote or Sales Order for goods by you constitutes an offer subject to these Terms and Conditions. Ensure the Quote or Sales Order is complete and accurate.
    • A binding Goods Contract is formed only upon issuance of a written order acknowledgment by us or upon delivery of the goods to you, whichever occurs earlier.

  2. Instalments

    • We may deliver goods in separate instalments, each treated as a separate Goods Contract.
    • No cancellation or termination of one instalment entitles you to cancel other instalments without our consent, for which you must indemnify us fully.

8. Quantity, Description, and Specifications

  1. Description of Goods

    • The quantity and description of goods are detailed in the Quote or Sales Order.
    • Samples, drawings, specifications, or illustrations provided by us are for illustrative purposes only and do not form part of the Goods Contract.

  2. Errors and Changes

    • We reserve the right to correct any typographical, clerical, or other errors in sales literature, website, quotations, or documents without liability.
    • We may change goods specifications to comply with legislation or if supplying to your specifications, provided it does not materially affect quality or performance.

9. Delivery, Acceptance, and Risk

  1. Delivery

    • We will use reasonable efforts to deliver goods on specified dates, but delivery dates are estimates only.
    • Delivery may occur in advance of the specified date with reasonable notice.
    • Delivery is during normal business hours; additional charges apply for deliveries outside these hours at your request.

  2. Acceptance

    • You are responsible for preparing the delivery location and providing necessary access and facilities for delivery and installation.
    • Acceptance of goods occurs after 7 days post-delivery, unless you notify in writing of rejection per clause 11.1.

  3. Risk and Ownership

    • Goods are at our risk until delivery at the specified place.
    • Ownership passes to you upon full payment and delivery, subject to clause 10.3 regarding possession and insurance until ownership transfer.

10. Ownership and Inspection

  1. Inspection and Possession

    • You hold goods on a fiduciary basis as our bailee until ownership transfer.
    • Store goods separately and in satisfactory condition; do not alter or obscure identifying marks or packaging.
    • Keep goods insured for their full price against all risks until ownership transfer.

  2. Right to Possession

    • Our right to possession terminates if you encumber or charge goods or fail to make due payments.
    • We retain the right to enter premises to inspect or repossess goods if necessary, with costs borne by you.

11. Warranty and Remedies

  1. Warranty

    • We warrant goods against defects in workmanship and materials.
    • We may repair or replace defective goods within six months of delivery and installation, subject to conditions.

  2. Claims and Liability

    • Notify us in writing of defects within seven days of discovery.
    • We are not liable if defects arise from improper use, failure to follow instructions, or unauthorized alterations.
    • Any liability for non-delivery is limited to replacement or credit note against the invoice.

Section 4 – General

These terms and conditions govern various aspects of contracts entered into between 39D Services Limited (“Supplier”) and you (“Customer”), encompassing Support Contracts, Goods Contracts, and other related services unless otherwise specified in writing.

13. Application of Terms and Conditions

  1. Incorporation and Supremacy

    • These Terms and Conditions are incorporated into all Support Contracts, Goods Contracts, and other contracts unless expressly agreed otherwise in writing.
    • They prevail over any conflicting terms in your purchase order, confirmation, specification, or implied by law or trade practice.

  2. Modifications

    • No modification, addition, or exclusion of any term is binding unless in writing and signed by our authorized representative.

  3. Purchase Orders

    • Your purchase order is deemed an offer to purchase goods or services subject to these Terms and Conditions.
    • Execution or commencement of work constitutes acceptance, establishing a contract under these Terms and Conditions.
    • Your standard terms attached to the purchase order do not govern unless expressly agreed in writing by us.

14. Prices

  1. Pricing and Validity

    • Prices specified in the Quote or Sales Order apply.
    • Prices exclude delivery, packaging, shipping, carriage, and insurance.
    • Quotations are valid for 7 days from the stated date, subject to withdrawal at any time.

  2. Price Revision

    • For Annual Support Contracts, we reserve the right to revise charges:
      • If the Supported System changes, support charges may decrease by up to 10%.
      • After the Initial or Renewal Periods, we may increase charges with 30 days’ notice. Excessive increases allow termination by you.
    • Time-and-materials contracts are charged based on daily rates, with overtime rates applicable outside standard hours.

  3. Additional Costs

    • Costs for hotel, travel, materials, and third-party services are invoiced separately.
    • VAT is added at the appropriate rate to invoices.

15. Payment

  1. Payment Terms

    • For Annual Support Contracts, charges are due monthly in advance within 30 days of invoice issuance.
    • Hourly Pre-Purchase contracts require full payment in advance.
    • For Additional Services or goods sales, payment terms are specified on the Quote or Sales Order, payable within 30 days unless otherwise agreed.

  2. Late Payment

    • Failure to pay on time may incur interest at 4% above Barclays Bank PLC’s base rate, compounded quarterly.
    • We may suspend services or deliveries or terminate contracts for non-payment.

  3. Set-Off and Termination

    • We may set off liabilities against each other.
    • On Support Contract termination, all sums due become immediately payable.

16. Employees and Sub-contractors

  1. Restrictions
    • You may not solicit our employees or sub-contractors during a Support Contract or within 12 months after termination without our consent.
    • Consent requires a payment equivalent to 20% of the annual remuneration or agreed terms.

17. Intellectual Property Rights and Confidentiality

  1. Ownership and Confidentiality

    • We retain ownership and copyright of documents provided in connection with services.
    • Confidential information acquired must not be disclosed or used except with consent or as required by law.

  2. Software Applications

    • Supply of software includes media and user manuals; no intellectual property rights are transferred.
    • Compliance with software license terms and registration requirements is mandatory.

  3. Confidentiality Obligations

    • Parties agree to keep confidential any acquired business information unless legally required otherwise.
    • Confidentiality obligations continue indefinitely unless information enters the public domain or is required by legal proceedings.

  4. Protection of Intellectual Property

    • You agree not to damage our intellectual property rights or assist others in doing so.

Limitation of Liability, Termination, Data Protection, and Force Majeure

18. Limitation of Liability

  1. Overall Liability

    • Our liability, including acts of our employees, agents, or subcontractors, is limited in relation to breaches of Support Contracts, Goods Contracts, or any service-related agreements, including:
      • Your use of our services.
      • Representations, misrepresentations, statements, or tortious acts arising under these contracts.

  2. Exceptions to Limitation

    • Liability is not excluded for:
      • Death or personal injury caused by our negligence.
      • Fraud or fraudulent misrepresentation.

  3. Exclusion of Warranties

    • All implied warranties, conditions, or terms are excluded to the fullest extent permitted by law unless stated otherwise.

  4. Types of Losses Excluded

    • We shall not be liable under any circumstances for:
      • Loss of profits, business, goodwill, anticipated savings.
      • Loss of goods, use, or corruption of data.
      • Special, indirect, consequential, or economic losses.

  5. Specific Exclusions

    • Excluded losses include those arising from:
      • Third-party telecommunication or cloud service failures.
      • Data loss or corruption.
      • Excluded events or force majeure as defined in clause 21.

  6. Limitation of Liability

    • Our total liability, whether in contract, tort, misrepresentation, restitution, or otherwise, is limited as follows:
      • For Annual Support Contracts: Limited to fees paid in the current 12-month term.
      • For Hourly Pre-Purchase contracts: Limited to fees paid during the term.
      • Specific goods or projects supplied are excluded but limited to fees paid for those supplies.
      • Hardware Purchase: Are excluded from our liability.

19. Termination

  1. Termination Rights

    • We may terminate contracts without liability if:
      • You fail to pay within seven days of notice.
      • You commit a material, irremediable breach or fail to remedy a remediable breach within 14 days of notice.
      • You face insolvency, begin creditor negotiations, or undergo legal proceedings affecting solvency.

  2. Continuation of Terms

    • Post-termination, clauses intended to survive termination remain in effect.
    • Termination does not affect accrued rights, obligations, or liabilities.

  3. Handover Assistance

    • For terminated Annual Support Contracts, handover assistance requires full payment of outstanding charges.
    • Costs for such services are borne by you, with advance payment if requested.

20. Data Protection

  1. Compliance

    • Both parties must comply with Data Protection Legislation.
    • The Customer is the data controller; the Supplier is the data processor.

  2. Obligations

    • Customer ensures lawful data transfer with necessary consents.
    • Supplier processes data as per Customer instructions unless legally required otherwise.

  3. Data Security

    • Supplier ensures appropriate technical and organizational measures to protect Personal Data.
    • Personnel accessing Personal Data must maintain confidentiality.

  4. Transfers

    • Personal Data transfers outside the EEA require Customer consent or adherence to specified standards.

  5. Compliance Assistance

    • Supplier assists with Data Subject requests, security measures, breach notifications, and regulatory compliance.
    • Data breaches must be promptly reported to the Customer.

  6. Changes to Data Protection Terms

    • Either party may update Data Protection terms with 30 days’ notice.

  7. Third-Party Processors

    • Supplier may appoint third-party processors certified to ISO27001, remaining fully liable for their actions.

21. Force Majeure

  1. Events of Force Majeure
    • We are not liable for failure or delay in performing obligations due to events beyond our control:
      • Industrial disputes, utility or transport failures.
      • Acts of God, war, civil unrest, regulatory compliance, accidents, machinery breakdowns, natural disasters, supplier or subcontractor defaults.

22. Changes to Terms and Conditions

  1. We reserve the right to change or update these terms and conditions at any time. Any changes will be effective after 30 days upon posting the updated terms and conditions on our website or through other means of communication. It is your responsibility to review the terms and conditions periodically. Continued use of our Services after any changes constitutes your acceptance of the new terms and conditions.
  2. Entire Agreement These terms and conditions, along with the Quote or Sales Order and any applicable Service Schedule, constitute the entire agreement between you and us regarding the Services provided.

Summary of Terms and Conditions

  1. Definitions and Interpretation

    • Defines key terms such as “Support Contract,” “Goods Contract,” “Data Protection Legislation,” “Force Majeure Event,” etc.
    • Provides rules for interpretation like the inclusion of singular and plural forms, genders, and references to statutes.

  2. Services and Support

    • Details the types of support services offered (Annual Support Contracts, Hourly Pre-Purchase, Hourly PAYG) and the specific services included in each.
    • Specifies Response Times and Support Hours.

  3. Fees and Payments

    • Outlines payment terms, including fees for services provided under different contract types.
    • Specifies when fees are due and the consequences of non-payment.

  4. Liability and Limitations

    • Limits liability for certain types of damages, including indirect, consequential, and economic losses.
    • Specifies exceptions to liability limitations for death, personal injury, fraud, or fraudulent misrepresentation.

  5. Termination

    • Lists conditions under which either party may terminate the contract without liability, such as non-payment, material breach, insolvency, or change of control.
    • Specifies obligations post-termination, including payment of outstanding charges.

  6. Data Protection

    • Outlines obligations related to data protection, defining roles (data controller vs. data processor) under Data Protection Legislation.
    • Specifies requirements for processing personal data, including security measures, data transfers, and assistance with data subject requests.

  7. General Provisions

    • Covers waiver, rights and remedies, severance, entire agreement, assignment, no partnership or agency, third-party rights, notices, governing law, jurisdiction, and interpretation.
    • Clarifies that no failure to enforce rights constitutes a waiver, and all remedies provided are cumulative and not exclusive.

Key Clauses

  • Limitation of Liability (Clause 18): Excludes indirect, consequential, and economic losses; limits total liability to fees paid under the relevant contract term.

  • Termination (Clause 19): Lists conditions allowing termination, obligations post-termination, and effects on accrued rights and liabilities.

  • Data Protection (Clause 20): Defines roles and responsibilities under Data Protection Legislation, including data security measures and requirements for data transfers.

  • Governing Law and Jurisdiction (Clause 31): Specifies that English law governs the agreement, and disputes shall be settled exclusively in the courts of England and Wales.

Additional Notes

  • Severance (Clause 24): Allows for modification or deletion of invalid provisions without affecting the validity of the entire agreement.

  • Entire Agreement (Clause 25): Ensures that the written contract supersedes all previous agreements or understandings between the parties.

  • Assignment (Clause 26): Allows the provider to assign rights and obligations under the contract but restricts the customer from doing so without prior consent.

  • No Partnership or Agency (Clause 27): Clarifies that the contract does not create a partnership or agency relationship between the parties.

  • Third Party Rights (Clause 28): Specifies that only parties to the agreement can enforce its terms; third parties have no enforceable rights.

Conclusion

These Terms and Conditions comprehensively cover the legal framework governing the provision of services between the provider (39D Services Limited) and the customer. They establish clear rights, responsibilities, and limitations for both parties, ensuring compliance with applicable laws, data protection regulations, and procedures for dispute resolution. Each clause is designed to protect the interests of both parties while outlining the scope and expectations of the contractual relationship.