These Terms and Conditions govern the terms under which the Customer agrees to purchase Services specified by Customer to Catch IT Services Ltd and accepted by Catch IT Services Ltd which may be submitted by Customer from time to time. Each Customer Service Order, when submitted by Customer and if accepted by Catch IT Services Ltd, shall expressly incorporate these Terms and Conditions.
1.0 Definitions in this agreement
“Account” The confidential file where the details of the customer are held.
“Affiliate” An entity that now or in the future, directly or indirectly controls, is controlled by, or is under common control with a party. For purposes of the foregoing, “Control” shall mean: any company or other body or individual which holds or is beneficially entitled to 50% or more of the voting shares of a company.
“Agreement” A contract for the provision of services by Catch IT Services Ltd signed by both parties (Catch IT and the Customer). The agreement declares that the customer accepts Catch IT’s Terms and Conditions and agrees to the provision of services as outlined in the CSO.
“Catch IT” Shall mean Catch IT Services Limited, of Unit 2a Herne Business Park, Herne Bay, Kent, CT6 7FE.
“Change(s)” A modification that is material or otherwise that alters the hardware or software configuration of the System defined in the Agreement.
“Colocation Area” The location within a datacentre in which Colocation Space ordered by Customer is located.
“Colocation Space” The location(s) within the Colocation Area of a datacentre where Customer is permitted to collocate communications equipment pursuant to a Customer Service Order accepted by Catch IT.
“Committed Data Rate (CDR)” The minimum data rate committed by Customer and set forth in the Customer Order (expressed in Megabits per second (MBPS).
“Confidential Information” In relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement or otherwise (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked or may be interpreted as such)
“Continuity” The contract is deemed as renewed unless cancellation is received in writing with not less than 1 months’ notice prior to the annual renewal date, any variation on this cancellation notice is at Catch IT’s discretion unless otherwise stated on the CSO.
“The Contract length” A minimum period of 12 months from the commencement of the Support Contract and any Subsequent period(s) unless otherwise stated on the CSO.
“CSO” The Customer Service Order detailing products and services to be delivered and provided by Catch IT.
“Customer” As stated on the customer service order (CSO).
“Customer Premises” The location(s) owned or occupied by a Customer or its end users to which Services are delivered.
“Customer Site” The Site or Sites specified in the CSO at which the Customer operates the System defined in the Agreement.
“Distributor” Any supplier to
“Downtime” The non-availability of one or more parts of the Hosting Services as defined in Clause 7.
“Equipment” The equipment specified in the Handover Document
“Excess Traffic Usage” Any usage in a particular month that exceeds the Committed Data Rate.
“Excused Outage” Any outage, unavailability, delay or other degradation of Service related to, associated with or caused by: scheduled maintenance events, Customer actions or inactions, Customer provided power or equipment, any third party excluding any third parties directly involved in the operation and maintenance of the Catch IT network, but including without limitation, Customer’s end users, third party network providers, traffic exchange points controlled by third parties, fibre cuts by third parties or any power, equipment or services provided by third parties, or an event of force majeure
“Facilities” Property owned or leased by Catch IT and used to deliver Services, including terminal and other equipment, wires, fibre optic cables, lines, circuits, ports, routers, switches, channel service units, data service units, cabinets, racks, private rooms and the like.
“Fees” The fees payable by the Client to the Service Provider in accordance with Clause 26 and Schedule 1;
“Gateway” Buildings owned or leased by Catch IT for the purpose of, among other things, locating and collocating communications equipment.
The schedule to the Agreement listing the services, products, software, devices, SLAs, hardware inventory, escalation process and or applications covered under the agreement
It also provides written notice from Catch IT that the Service ordered has been installed by Catch IT pursuant to the Customer Service Order and has been tested and is functioning properly (“service commencement”)
“Hosting Package” The specification under which the Hosting Services and Fees shall be determined and provided as set out in Schedule 1;
“Hosting Services” The hosting services provided by the Service Provider
“Intellectual Property Rights” Any and all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing-off or for unfair competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know-how and trade secrets) and all other similar or equivalent rights (subsisting now or in the future) in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term;
“Local Loop” A connection between Customer’s premises and a Gateway.
“Off Net” Any location that is not on the Catch IT network.
“On Net” Any location that is on the Catch IT network.
“On Site Support” the provision of support services by Catch IT at the customer site(s) as specified in the CSO.
“Our representative” Any employee, agent or subcontractor of Catch IT or other third party.
“Performance Monitor” [Catch IT Helpdesk] OR [the individual(s)] appointed by the Service Provider to monitor the provision of the Hosting Services in accordance with the Service Levels
“Probationary period” The 3 month period from the commencement of the Support Contract unless otherwise stated on the CSO.
“Remote support” Any support given to you by us that is not given on site.
“Roaming Computers/Users” A workstation, mobile communication device or user that is not permanently located at the Customer’s site when the workstation or mobile communications device in question is owned by the Customer and is part of the Customer’s domain.
“Scheduled Service Downtime” Downtime which is pre-planned by the Service Provider for maintenance, upgrades and similar activities
“Server Instance” A network, email or other server, whether physical or virtual.
“Service Delivery Date” The date upon which Catch IT anticipates that Services will be available to Customer, as set forth in the Customer Welcome Letter or such other written notice from Catch IT to Customer.
“Service Levels” Agreed levels to which the Service Provider’s performance in providing the Hosting Services must adhere
“Services” (also Service) Any service provided by Catch IT pursuant to a Customer Service Order or any equipment or materials to be sold, licensed or leased by Catch IT to Customer pursuant to a Customer Service Order.
“SLA” The Service Level Agreement that dictates the Response Times provided by Catch IT to the Customer for Incidents and the availability / regularity of services.
“Software” The Software Products specified in the Handover Document. “Software applies to all parts of software, to new releases, updates and modifications of the software.
“Subsequent period(s)” The subsequent period (s) for a minimum period of 12 months each from the end of the Contract Term and annually thereafter unless terminated by not less than 2 months written notice to expire at the end of the relevant subsequent period under clause 34.4 unless otherwise stated on the CSO.
“Support Hours” 8:00am to 6.00pm Monday to Friday (excluding bank holidays) from the support desk in the UK. Catch IT reserves the right to reduce these support hours during Christmas and New Year and will notify all customers one month prior to the Christmas period.
“Support Service” Any IT Support services as specified in the CSO. Support may include both proactive and reactive actions to maintain the System’s accepted operational status. There will be times when Changes as opposed to Support are required to maintain the accepted operational status of the System. Such Changes may be deemed as being chargeable.
“Support Ticket” Ticket raised by the Service Provider via the Service Provider’s internal ticketing system;
“System” The network, software, Server Instances, or any other item being maintained under the Agreement as defined in the Handover Document of the Agreement
“System Audit” An assessment of the customer system(s) by an Catch IT consultant in order to gain the necessary understanding of the System for Catch IT to be able to supply the required level of support.
“Uptime” The normal, fully functional availability of the Hosting Services and all components thereof.
“Users” and or “End Users” The individual(s) using the products and or services.
“Vendor” and/or “Third Party Software Vendor” The company who has designed or developed the software
“Working Days” Monday to Friday excluding Bank Holidays. Business Hours are 09:00hrs-18:00hrs.
2.0 Customer Service Orders.
2.1 To order Services, Customer may submit Customer Service Orders requesting delivery of Services.
2.2 The signing of a Customer Service Order by Catch IT shall constitute Catch IT’s acceptance of a Customer Service Order and Catch IT shall provide Services to Customer only if Catch IT so accepts a Customer Service Order.
2.3 Except as otherwise agreed by the parties, Customer shall not be obliged to submit, nor shall Catch IT be obliged to accept, Customer Service Orders.
2.4 Catch IT will use all commercially reasonable efforts to meet The Service Delivery Date but Customer agrees that this Delivery Date is not the essence of the contract. Any failure to meet this Service Delivery Date will not be construed in any way as a failure by Catch IT to perform its duties.
3.0 Credit Approval and Deposits.
3.1 Customer shall provide Catch IT with credit information as requested, and delivery of Services is subject to credit approval. Catch IT reserves the right to carry out a credit check of Customer at any time prior to or after acceptance of a Customer Service Order.
3.2 Upon Catch IT’s request, Customer will make a deposit, or other security for the payment of charges as specified by Catch IT, as a condition to Catch IT’s acceptance of any Customer Service Order, or as a condition to Catch IT’s continuation of delivery of any Services.
3.3 Unless otherwise agreed by Catch IT, the amount of the deposit will be credited to Customer’s account and any remaining credit balance will be refunded when Service to Customer is terminated.
4.0 Commencement of Support Service
4.1 Upon commencement of this Agreement a System Audit will be performed, Catch IT will require the system audit prior to commencement of the Services.
4.2 The Customer accepts responsibility for the status of their System prior to the involvement of Catch IT.
4.3 Any deficiencies found during the System Audit will be noted in the report produced and can be corrected or improved by Catch IT for a fixed price.
4.4 The Customer is under no obligation to commission Catch IT to resolve issues discovered during the System Audit.
4.5 If the Customer does not wish to adopt recommendations for improving aspects of the System or resolve deficiencies highlighted or if there are omissions in the information provided by the Customer during the System Audit, Catch IT retain the right to charge additional fees or impose reasonable limits on the Support provided for certain aspects of the System.
4.6 The fees for Catch IT’s Support Service will be calculated based upon the number of sites, Server Instances and workstations within the Customers IT System along with any other relevant factors or specific requirements the Customer may have. A quotation/ customer service order will be provided to the customer confirming costs for the support service once the final audit has been completed.
4.7 The ‘Handover Document’ will include the a list of supported equipment. This will be a list of the component parts of the support service and associated SLA’s.
4.8 Sign off of the Agreement by the Customer will be deemed as acceptance of the CSO and therefore acceptance of what will be supported under the terms of the Agreement.
4.9 Handover Documents may require amending from time to time depending upon the Customer’s needs and Changes to the System. Any such amendments will be recorded and appended to the Agreement.
4.10 The CSO may include Roaming Computers / Users (usually laptops or mobile communications devices) that are regularly away from the Customer’s Site. Such computers must be owned by the Customer and of a configuration that is consistent with the computers at the Customers Site. This configuration requires Roaming Computers to be within the Customer’s domain architecture and having appropriate Antivirus software installed.
4.11 The Customer will be required to provide confirmation of all Software Licensing applicable to the System either at the commencement of the Agreement or as required by Catch IT during the Agreement.
5.0 Customer Premises.
5.1 Customer will allow Catch IT access to and use of the Customer Premises to the extent reasonably requested by Catch IT for the installation, inspection and scheduled or emergency maintenance of the Facilities and systems relating to the Services. Except for emergency repairs, Catch IT will notify Customer two Working Days in advance of any regularly scheduled maintenance that will require access to the Customer Premises.
5.2 Customer will be responsible for, (I) obtaining all permissions and consents from third parties necessary for the installation, maintenance and removal of the Facilities (including permission to cross real property to access the Customer Premises); and (ii) providing and maintaining at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the Facilities at the Customer Premises; and (iii) providing a safe place to work and comply with all laws and regulations regarding the working conditions at the Customer Premises.
5.3 In the event that Customer fails to meet its obligations regarding the Customer Premises and, as a result, Catch IT is unable to install or continue the delivery of Services, then (notwithstanding the absence of Services), Customer will pay all charges for such Services from and after the date Catch IT is otherwise ready to deliver them.
6.1 Except as otherwise agreed, title to all Facilities shall remain with Catch IT.
6.2 Catch IT will provide and maintain the Facilities in good working order.
6.3 Customer shall not, and shall not permit others to, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any Facilities, without the prior written consent of Catch IT.
6.4 The Facilities shall not be used for any purpose other than in relation to use of Services by Customer.
6.5 Customer shall not take any action that causes the imposition of any lien or encumbrance on the Facilities.
6.6 In no event will Catch IT be liable to Customer or to any other person for interruption of Service or for any other loss, cost or damage caused by or related to the improper use or maintenance of the Facilities by Customer or by third parties who are provided access to the Facilities by Customer in violation of the Customer Service Order.
6.7 Customer agrees (which agreement shall survive the expiration, termination or cancellation of the Customer Service Order) to allow Catch IT to remove the Facilities from the Customer Premises:
(A) after termination, expiration or cancellation of the Customer Service Order in connection with which the Facilities were used; or
(B) for repair, replacement or otherwise as Catch IT may determine is necessary or desirable, but Catch IT will use reasonable efforts to minimise disruptions to the Service caused thereby.
6.8 Customer will pay Catch IT for any damage to the Facilities, except for damage caused by Catch IT or its agents.
7.0 Colocation Space – Managed Services
7.1 Customer shall use the Colocation Space only for placement, operation and maintenance of communications equipment. Such equipment may be either interconnected to the network services offered by Catch IT or, with the prior permission of Catch IT, cross-connected to the facilities of other communications carriers (subject to the agreement of such other carriers).
8.1 Customer will be granted a license to occupy the Colocation Space identified in the Customer Service Order. Customer shall be permitted reasonable access to the Colocation Space (and to the Gateway and Colocation Area for the sole purpose of accessing the Colocation Space) under the supervision of a nominated Catch IT employee and with a minimum of 3 (working days) days’ notice. Catch IT reserves the right to access the Colocation Space at any time for any business purpose
9.1 Customer shall abide by any posted or otherwise communicated rules, regulations and access requirements imposed by Catch IT, relating to use of, access to, or security measures in respect of the Gateway, Colocation Area and/or Colocation Space.
10.1 Catch IT reserves the right at its own expense to change the location or configuration of the Colocation Space; provided, however, that Catch IT shall not arbitrarily or discriminatorily require such changes. Catch IT and Customer shall work in good faith to minimise any disruption in Customer’s services that may be caused by such changes in location or configuration of the Colocation Space.
11.1 Catch IT will provide and maintain in working condition card reader(s), scanner(s) and/or other access device(s) as selected by Catch IT for access to the Colocation Area of a Gateway. Customer shall under no circumstances “prop open” any door to, or otherwise bypass the security measures Catch IT has imposed for access to the Colocation Area. Catch IT will provide a locking device on Customer’s Colocation Space, which device Customer shall be solely responsible for locking and/or activating. In the event that unauthorised parties gain access to the Gateway, Colocation Area and/or Colocation Space through Customer access cards, keys or other access devices provided to Customer, Customer shall be responsible for any damages caused by such third parties.
11.2 Customer shall be responsible for the cost of replacing any security devices lost or stolen after delivery thereof to Customer. In the event Customer has reason to believe that an unauthorised party has gained access to the Colocation Space, Catch IT will, at Customer’s request, make video surveillance records of the Colocation Area as far as reasonably practicable, available to Customer for viewing by Customer in the
presence of a Catch IT employee. In addition, Catch IT will provide Customer with a copy of the access logs for the Colocation Area and/or the Gateway (as applicable) upon Customer’s prior written request.
12.1 Customer shall maintain the Colocation Space in orderly and safe condition, and shall return the Colocation Space to Catch IT at the conclusion of the Term Commitment in the same condition (reasonable wear and tear excepted) as when the Colocation Space was delivered to Customer.
12.2 Catch IT shall perform such janitorial services, environmental systems maintenance, power plant maintenance and other actions as are reasonably required to maintain the Colocation Area in which the Colocation Space is located in good condition and suitable for the placement of communications equipment.
12.3 Except as expressly stated herein the space shall be delivered and accepted “as is” by Customer, and no representation has been made by Catch IT as to the fitness of the Colocation Space for Customer’s intended purpose.
13.0 Release of Landlord.
13.1 In circumstances where Catch IT’s underlying leases in respect of Colocation Space so require, Customer hereby agrees to release Catch IT’s landlord (and its representatives and agents) from any and all claims related to Customer’s access to the Gateway and the Colocation Area, and Customer’s occupancy and use of the Colocation Space.
14.1 Customer may sublicense the use of the Colocation Space under the following conditions:
14.1.1 all proposed sub licensees must be pre-approved in writing by Catch IT in Catch IT’s sole discretion;
14.1.2 Customer hereby guarantees that all sub licensees shall abide by all terms and conditions of this Service Agreement, and any Customer Service Order
14.1.3 Customer shall indemnify, defend and hold Catch IT harmless from all claims brought against Catch IT arising from any act or omission of any sub licensee, its representatives, agents or contractors;
14.1.4 any sub licensee shall be considered Customer’s agent and all of sub licensee’s acts and omissions and usage of the Colocation Space or Services hereunder shall be attributable to Customer for the purpose of this Service Agreement; and such sublicense shall not relieve Customer of its obligations hereunder.
14.2 In the event Customer sublicenses use of the Colocation Space without Catch IT’s prior written approval, Catch IT may upon ten (10) days’ written notice reclaim the sublicensed portion of the Colocation Space. Customer shall surrender such recaptured Colocation Space and shall be subject to cancellation charges associated with the recaptured Colocation Space as provided in Section 4 of the Master Agreement. No refunds shall be made to Customer regarding recaptured Colocation Space.
15.0 Remote Hands and Chargeable Support
15.1 Remote Hands and Chargeable Support consists of on-site, maintenance and support consistent with Catch IT’s then current Remote Hands & Chargeable Support Service Policy as detailed within this document and amended by Catch IT from time to time and which is available to Customer upon request. Customer may order and pay for Catch IT to perform Remote Hands or Chargeable Support services on Customer’s
equipment within the Colocation Space, which shall be performed at Customer’s request and in accordance with Customer’s verbal or written directions.
16.0 Promotional Signage.
16.1 Customer may display a single promotional sign with Customer’s name and/or logo on the outside of any Customer Colocation Space; provided such signage does not exceed 8 inches by 11 inches. All other promotional signage is prohibited.
17.0 Colocation Insurance.
17.1 Prior to occupancy and during the term of use of any Colocation Space and prior to any storage of equipment pursuant to Section 14 set forth below, Customer shall procure and maintain the following minimum insurance coverage:
17.2 Public Liability Insurance in an amount not less than one million pounds sterling (£1,000,000) per occurrence for personal injury and property damage; and
17.3 All Risk Property insurance covering all of Customer’s personal property located in the Colocation Space.
17.4 Upon Catch IT’s request, Customer shall furnish Catch IT with certificates of insurance demonstrating that Customer has obtained the required insurance coverage. Such certificates shall contain a statement that the insurance coverage shall not be materially changed or cancelled without at least 30 days prior written notice to Catch IT. Customer shall require any contractor entering the Colocation Space on its behalf, to procure and maintain the same insurance types, amounts and coverage extensions as required of Customer above.
18.0 IP Addresses and Domain Names.
18.1 In the event that Catch IT assigns to Customer an IP address as part of the provision of Services, such IP address shall (upon Catch IT’s request and to the extent permitted by law) revert to Catch IT after termination of the Customer Service Order for any reason whatsoever, whereupon Customer shall cease using such address. At any time after such termination, Catch IT may re-assign such address to another user.
18.2 In the event that Catch IT obtains for Customer a domain name, Catch IT shall act as an agent for Customer in dealing with the relevant Domain 18.3 Naming Registration Authority. The Contract for the Domain Name shall be between Customer and the relevant Domain Naming Registration Authority.
Customer agrees that they shall be solely responsible for:
18.3.1 renewal of any domain with the relevant Domain Naming Registration Authority; and
18.3.2 paying any fees (not paid by Catch IT and recharged to Customer), including renewal fees relating thereto; and
18.3.3 complying with any legal, technical, administrative, billing or other requirements imposed by the relevant Domain Name Registration Authority; and
18.3.4 modifying such domain name in the event Customer changes service providers; and
18.3.5 Catch IT are unable to guarantee that we will, or have been able to, register any domain name until we have received specific confirmation of registration from the relevant Domain Name Registration Authority.
18.4 Catch IT give no warranty that the Internet Domain Name requested will not infringe the rights of any third party.
18.5 Customer shall indemnify and hold Catch IT harmless from all third party claims (including claims for intellectual property infringement) and all such costs and expenses (including legal fees and court costs) related thereto.
19.0 Customer-Provided Equipment.
19.1 If requested by Customer, Catch IT may, at its option, install certain Customer-provided communications equipment, but Catch IT will not be responsible for the compliance, operation or maintenance of such Customer-provided equipment.
19.2 Catch IT undertakes no obligations and accepts no liability for the configuration, management, performance or any other issue relating to Customer’s routers or other Customer-provided equipment used for access to or the exchange of traffic in connection with the Services.
20.0 Services Provided by Catch IT Affiliates.
20.1 To the extent Services consist of the provision of Colocation Space to Customer in a country other than England, such Colocation Space will be provided to Customer by an affiliate of Catch IT with the facilities necessary to provide such Colocation Space in such Country.
21.0 Service Commencement.
21.1 Upon installation and testing of the Service ordered in any Customer Service Order, Catch IT will deliver to Customer a Handover Document. Upon receipt of such Handover Document, Customer shall have a period of 3 Working Days to test the Service and to confirm that the Service has been installed and is properly functioning.
21.2 The Service Commencement Date shall be the first to occur of the following:
the date upon which Customer acknowledges in writing that the Service has been installed and is functioning properly as set forth above; or
21.3 the date of the Commencement Date, unless Customer notifies Catch IT that the Service is not functioning properly; or
21.4 the date Customer begins actually using the Service.
21.5 If any Customer Order for Colocation Space is altered (including, without limitation, any changes in the configuration or build-out of the Colocation Space) at Customer’s request after Catch IT’s acceptance of a Customer Order and such alteration results in a delay of delivery of such Colocation Space to Customer, billing for such Colocation Space shall commence no later than the original Service Delivery Date.
22.0 Requesting Support
22.1 All requests for Support from the Customer must be made via telephone on 01227 208554 or e-mail to email@example.com
22.2 The Customer must inform Catch IT of any Incidents as soon as is practically possible. If there is a delay informing Catch IT of obvious warning signs then the fault may grow and cause additional impact.
22.3 Upon receiving notification regarding an issue with the Customer’s System, the issue will be logged as an Incident with an allocated ticket reference number. The Incident reference number along with details of the Incident will be stated to the caller or via email.
22.4 In the event of the Customer wishing to query the progress of an Incident, the Customer must be able to state the specific Incident reference number to enable Catch IT to identify the Incident in question.
23.0 Delivery of Support
23.1 Support will be delivered by Catch IT to the Customer in accordance with the CSO and these Terms and Conditions.
23.2 Catch IT retains the right to install 3rd party software on the Customer’s System to facilitate the remote connection and delivery of Support to the Customer. In accordance with this right:
23.2.1 If at any stage following the commencement of the Agreement the Customer refuses Catch IT the right to install / use 3rd party software upon their System for the purposes stated in clause 4.2 above, Catch IT retains the right to revise any pricing previously agreed for the Agreement or to terminate the Agreement.
23.3 Catch IT warrant to the Customer that all 3rd party software installed upon the Customers System for the purpose stated in clause 4.2 above will be licensed accordingly by Catch IT.
23.4 The ownership of 3rd party software installed upon the Customer’s System for the purpose stated in clause 4.2 above will remain vested in Catch IT.
23.5 The Customer can request that Catch IT demonstrate and explain what 3rd party software it intends to install on the Customer’s System and for what purpose it is intended.
23.6 Whilst working on Incidents, Consultants will keep a record of the time they spend and the actions taken. This information will be logged in the Catch IT Support Application under the specific Incident reference number.
23.7 No guarantees or commitments will be given regarding the length of time required for resolving Incidents.
23.8 In providing Support, Consultants regularly refer to colleagues for help and advice with specific issues in order to resolve incidents as quickly as possible.
23.9 To ensure that Incidents are resolved as quickly as possible and to reduce the reliance on individual Consultants, Catch IT retain the right to allocate Consultants to Incidents and actions within Incidents as they see fit, depending on the skills, experience and availability of Consultants.
23.10 The Handover Document specified in the Agreement will determine the actual Response Times available under the following categories:
23.10.1 Remote Support (within 60 minutes) – unlimited for all Customers, all calls answered directly by an experienced consultant.
23.10.2 On Site Support (Response Times will vary depending on location of Customer Site)
23.11 Catch IT retains the right to decide whether Support will be delivered remotely or on site at all times.
23.12 If as a consequence of Support being provided, software, other than that installed by Catch IT for the purpose of facilitating remote connection and the delivery of Support as stated in clause 4.2. is installed, configured or in any way utilised on the Customer’s System the Customer is responsible for having the appropriate license for the intended use of that software.
23.13 The Customer accepts that whilst Catch IT may advise on software licensing matters the Customer will be legally liable for maintaining, acquiring and proving that appropriate licensing agreements for all software in use on their IT System exists. Consequently the Customer will be solely legally liable to pay any fees, fines or other costs associated with software licensing except for software installed by Catch IT as per clause 4.2.
23.14 The customer will provide Catch IT or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require to carry out the work. Catch IT will not be liable for where its representative cannot provide support as a result of the Customer failing to provide such facilities or assistance.
23.15 Catch IT will serve notice on Customer that any support service or new CSO has been completed and that payment is accordingly due. Should payment not be made by Customer within 30 days in accordance with payment terms Catch IT reserves the right to suspend the provision of all services and support and thereafter if payment is still outstanding a further 7 days after suspension to terminate this Agreement forthwith
24.0 Availability of Support
24.1 Standard Working Hours.
24.1.1 Catch IT’s standard working Hours for the provision of remote Support services are 8:00am – 6:00pm Monday to Friday (excluding public holidays) within the UK unless expressly stated otherwise in the Agreement.
24.1.2 Catch IT’s standard working Hours for the provision of onsite Support services are 8:00am – 6:00pm Monday to Friday (excluding public holidays) unless expressly stated otherwise in the Agreement (Including 1 hour for lunch).
24.1.3 Consultants will work on varying shift patterns within the hours stated above. This means that individual Consultants do not necessarily work from 8:00am – 6:00pm on a daily basis.
24.2 Out of Hours Periods.
24.2.1 Catch IT provides remote Helpdesk Support during Out of Hours Periods which are the times beyond Catch IT standard working hours as outlined in clause 5.1 above, by pre-agreement only.
24.2.2 On Site Support will NOT be available during Out of Hours Periods unless explicitly stated in the Customer Service Order.
24.3 The Customer is responsible for giving Catch IT the authority to deal with 3rd party suppliers on behalf of the Customer. When such authority has not been provided, the Support that can be offered by Catch IT may be limited.
24.4 The full breadth and depth of Catch IT’s technical skills and expertise will not be available during Out of Hours Periods. Consequently there may be instances when the on duty Consultant reaches the boundary of their experience causing Support to be suspended until other technical members of staff are available.
24.5 When other technical expertise and experience is required in relation to an Incident logged during an Out of Hours Period there is no guarantee that this will be available before the start of the next normal working day
24.6 Planned maintenance (e.g. Server reboots) can be scheduled for Out of Hours Periods at no extra cost to customers with a support agreement.
24.7 Catch IT cannot guarantee that the remote connection to the Customer’s System will always be available due to issues with the Customer’s System or other external factors beyond the control of Catch IT (e.g. Internet Service Provider problems).
24.8 When Remote Support cannot resolve the Incident and On Site Support is required, the On Site visit will be arranged for the soonest available point in time during Catch IT’s standard onsite Support Hours 8:00am – 6:00pm Monday to Friday within the UK only. If a remote support contract has been agreed then the onsite and out of hours service is chargeable.
24.9 When an onsite visit is required, it will take place in accordance with the Response Times available within the Handover Document. Consequently there is no guarantee that an onsite Support visit will commence immediately at the start of the next standard hours period (8:00am)
24.10 When a Customer has an Incident that is being worked upon during normal business hours that remains unresolved at 6.00pm Support will not continue in the Out of Hours Period by default. If the customer requires work to be completed out of hours this will be at an additional charge.
24.11 In order for Support on an Incident that remains unresolved at 6.00pm to continue and be worked on beyond 6.00pm, the Customer will be required to specifically request an immediate Out of Hours task to be logged within the Incident in question.
24.12 The Customer can opt to pay for Support during Out of Hours Periods either by:
24.12.1 Agreeing to a fixed or monthly fee as part of the overall contract cost in order to be able to log unlimited Out of Hours Support. The fixed fee will be stated in the Agreement or
24.12.2 Agreeing to pay for Out of Hours Support on a pay as you go basis at an agreed hourly rate stated in the Agreement.
24.13 When Out of Hours Support is requested on a pay as you go basis, the fees for Out of Hours Support will be invoiced in arrears as/when applicable as a separate line item in Catch IT’s Support invoices.
24.14 All Out of Hours Support Incidents logged will be subject to a minimum billing period of 60 minutes, followed by subsequent billing periods of 60 minutes unless an out of hours support agreement has been agreed.
24.15 Catch IT retains the right to revise the fees for Out of Hours Support from time to time and will notify Customers in advance in accordance with the guidelines stated in the Agreement from time to time.
25.0 Scheduled Maintenance
25.1 Where your support contract provides for, in addition to Telephone, Remote & onsite Support, Catch IT will provide regular scheduled maintenance visits as set out in the Handover Document.
25.2 During the maintenance visit a consultant will attend site for the provision of maintenance services which will include, but not limited to, checking successful operation of backup procedures, disk management and server updating/patching and other general servicing procedures.
25.3 Once the regular checks of the server(s) and systems have been completed any remaining time may be used for other IT associated purposes, i.e. installations or other work as requested by the customer.
26.0 Chargeable Services
26.1 A Change may be in the form of urgent repair work deemed as being within the scope of the Support contract in order to maintain the accepted operational status of the System. Alternatively a Change may be an enhancement for security, Stability, scalability or functionality reasons that will not be covered within the scope of the CSO unless undertaken at the discretion of Catch IT as a proactive measure.
26.2 Requests from Customers for Changes to their System not deemed as being implicit within the ongoing Support duties required under the scope of this Agreement will normally be chargeable as separate pieces of work. Catch IT will however assess each request on a request by request basis.
26.3 For separate pieces of work in the form of “consultancy” or “project work”, charges will be set at an hourly or daily rate, unless a fixed price has been pre-agreed in the form of supporting quotes and proposals. The Customer will be required to confirm commencement of such work via sign off of a CSO and scope of works.
26.4 Catch IT will always endeavour to seek the Customer’s approval for chargeable Changes in advance, however, Catch IT retain the right to perform chargeable Changes that fall outside of the Agreement without prior sign off if deemed absolutely necessary for the continued operation of the Customer’s System.
26.5 Catch IT retain the right to revise the fees charged for on going Support under the Agreement following the implementation of Changes.
26.6 Any Changes performed by Catch IT to the System will be Supported under the Agreement, once any warranty periods have expired, and pending agreement being reached on revised fees for ongoing Support (if applicable).
26.7 The Customer retains overall responsibility for their System. Any Changes made to the System by the Customer or a 3rd party instructed by the Customer, may be approved in principle prior to being implemented. However, such changes will only be covered by the Agreement once approved by Catch IT upon completion of the implementation.
26.8 For such Changes to be approved upon completion, Catch IT must receive appropriate details from the Customer in a timely fashion in order to assess the impact they will have on the System and if they may cause the need for additional Support.
26.9 If accepted, with or without an increase to the fees charged via the Agreement, the Changes will be noted in Appendix 1 of the Support Service Agreement.
26.10 If Support is required for an unapproved System Change or another System, Catch IT will endeavour to provide Support under the terms of the Agreement, however Catch IT retain the right to refuse Support or impose additional charges as necessary.
26.11 If the Customer’s System grows in numbers of workstations or Server Instances by 25% over any given period, Catch IT retain the right to instigate a System review.
26.12 The result of the System review may lead to the fees charged under the Agreement to be revised.
26.13 Price increase – Colocation services only.
26.13.1 The charges for any data centre hosting or collocation service are based on the assumption that there will be no increase in the cost to Catch IT of the electricity required to operate the customer equipment and the relevant data centre generally (including electricity used for heating/cooling) during the term of the provision of those services. In the event of any subsequent increase in the cost of electricity committed for consumption by the customer equipment and by an amount (calculated by reference to the space used by the customer at the relevant data centre) to reflect the increased costs in operating the data centre environment by serving not less than twenty eight (28) days written notice to the customer.
26.13.2 Catch IT Services Limited shall be entitled to increase the charges for any data centre hosting or co-location service to reflect any increase in the costs to Catch IT generally providing that service since the service commencement date. Such cost increase may include increases in rent, rates, taxes, service charges and utility charges. Any increase applied by Catch IT pursuant to this clause 26.13.1 shall take into account any increases in the charges which have been made by Catch IT in the preceding twelve months in accordance with clauses 26.13.1 and 26.13.3
26.13.3 In the event of any changes in law occurring, Catch IT shall be entitled to increase the charges to reflect the increased cost to Catch IT of providing the services as a result of that change in law by serving not less than twenty eight (28) days written notice of such increase to the customer.
Price increase – Recurring Services
26.14.1 In the event of any changes in law occurring, Catch IT shall be entitled to increase the charges to reflect the increased cost to Catch IT of providing the services as a result of that change in law by serving not less than twenty eight (28) days written notice of such increase to the customer.
26.14.2 The charges for any recurring and hosted services are based on the assumption that there will be no increase in the cost to Catch IT of the electricity required to operate the customer equipment and the relevant data centre generally (including electricity used for heating/cooling) during the term of the provision of those services. In the event of any subsequent increase in the cost of electricity committed for consumption by the customer equipment and by an amount (calculated by reference to the space used by the customer at the relevant data centre) to reflect the increased costs in operating the data centre environment by serving not less than twenty eight (28) days written notice to the customer.
26.14.3 Catch IT Services Limited shall be entitled to increase the charges for recurring or hosted services service to reflect any increase in the costs to Catch IT generally providing that service since the service commencement date. Such cost increase may include increases in rent, rates, taxes, service charges and utility charges. Any increase applied by Catch IT pursuant to this clause 26.13.1 shall take into account any increases in the charges which have been made by Catch IT in the preceding twelve months in accordance with clauses 26.13.1 and 26.13.3
27.0 Exclusions/Excluded Work
27.1 Customers must accept that computers, software and their associated products can be supplied in an imperfect state or can develop faults over time and that Catch IT’s role is to reduce the effects of such imperfections rather than to eliminate them.
27.2 Catch IT retains the right to exclude 3rd party software from the scope of the Agreement.
27.3 When 3rd party software is included within the scope of the Agreement, Support will only be provided to users that have a reasonable level of competency and once the user has used help files and other resources available from the vendor.
27.4 Catch IT do not commit to having experts available for all 3rd party software and therefore cannot guarantee being able to resolve all Incidents relating to 3rd party software logged and will not provide training under the terms of the Agreement.
27.5 When 3rd party information or services are provided Catch IT can make no guarantees about quality or suitability.
27.6 Catch IT cannot guarantee that any 3rd party software including but not limited to Anti Virus, security and firewall software, whether or not recommended by Catch IT will keep computer(s) free of errors, viruses, worms, trojans, email spam, spy ware, hacking or any other unauthorised access.
27.7 In certain circumstances when an issue exists with an aspect of the Customer’s System, Catch IT may recommend a solution that will require a capital cost outlay by the Customer. Such costs will not be covered by the Agreement.
27.8 If the Customer chooses not to adopt the solution recommended by Catch IT and the issues continue, Catch IT retains the right to refuse or limit Support in respect of the item / issue in question.
27.9 Alternatively a higher charge for continued Support for the item / issue may be introduced to reflect the additional effort that would not have been required if the recommendation were adopted.
27.10 Catch IT will require Administrator-level access to the System at all times
27.11 Catch IT cannot be held responsible for being unable to provide Remote Support due to a lack of remote access to the System, when the lack of remote access results from a problem with connectivity that is beyond Catch IT’s control.
27.12 Catch IT will respond to Incidents in accordance with the Handover Document that is specified in the Agreement.
27.13 Catch IT retains the right to decide the appropriate course of action for each Incident and will follow the necessary troubleshooting steps in order to diagnose and then rectify the Incident.
27.14 Depending upon the nature of the Incident, Catch IT may have to impose a workaround to rectify the Incident as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if the Customer decides not to proceed with a permanent fix.
27.15 A workaround may be of a technical nature or may involve changing a manual business process performed by the Customer.
27.16 Catch IT will always aim to return the affected area of the System to an acceptable operational state, however depending on the nature of the problem this may not be possible without Changes to the System being made as in accordance with the Changes as described in section 6.
27.17 Catch IT retains the right to not install, configure or Support any software for which the Customer cannot provide / produce a valid license for.
27.18 Other services not included as standard within the scope of the Agreement include:
27.18.1 Procurement of new or replacement hardware, software of whatever nature.
27.18.2 Installation, physical removal or relocation of hardware and software.
27.18.3 Provision of Hardware warranty for repairs or replacement of equipment including but not limited to networked printers, photo copiers, fax and scanning machines (The Customer is responsible for keeping records of all 3rd party warranties and licences).
27.18.4 Provision of Anti Virus Software (Catch IT will make recommendations but the Customer will remain responsible for purchasing the appropriate licence).
27.18.5 Technical or end user training on the Customer’s System or 3rd party applications.
27.18.6 Internet connections email and web hosting services and remote file storage services.
27.18.7 Work required as a result of operator error or any other improper use, care of or accident to the system, or any failure of or change in: electricity, air conditioning, humidity control or other environmental or operating conditions not recommended or approved by Catch IT, or by the system manufacturer
27.18.8 Electrical or other work external to the equipment.
27.18.9 Work on any item of the equipment that has been moved, repaired or tampered with by any person other than one of Catch IT representatives.
28.1 In the event of a complaint in respect of Catch IT’s IT Support Services in whole or part, the Customer shall notify Catch IT as soon as possible.
28.2 When a Customer needs to raise a complaint, the complaint should be lodged with a Customer Services representative of Catch IT either verbally or in writing. The complaint will be escalated accordingly until the complaint is resolved or a full explanation or the actions/ issues is provided.
28.3 In the event that the Customer is dissatisfied with the quality of performance of a member of staff, the Customer must inform Catch IT immediately, stating the basis for dissatisfaction. If, in the view of Catch IT, the situation merits it, Catch IT will withdraw the member of staff immediately and will use its reasonable endeavours to provide a replacement.
29.0 Invoicing and Payment and Price Increases
29.1 Billing Commencement. Unless the Customer delivers written notice to Catch IT within three Working Days of Customers receipt of the Handover Document that Service is not installed in accordance with the Customer Service Order and functioning properly, billing will commence from the applicable Service Commencement Date as specified in Section 21, regardless of whether Customer has procured services from other suppliers needed to operate the Service and regardless of whether Customer is otherwise prepared to accept delivery of Service.
29.2 Charges. Customer will be billed for Services monthly in advance unless stated otherwise in each Customer Service Order. Additional Services will be billed at date of provision of the Additional Services.
These will comprise of at least one of the following charges:
a one-off non-recurring installation / Set-up charge
a periodically recurring charge
29.3 Payment of Bills.
29.3.1 Catch IT will bill in advance charges for all Services except for charges that are dependent upon usage of Services, which will be billed in arrears. (CALL CHARGES ARE DEPENDENT ON USAGE SO WILL BE BILLED AFTER THE MONTH)
29.3.2 Each bill is due 30 days after the date of the bill, unless specified otherwise in the CSO.
29.3.3 Unless otherwise agreed, Customer will set up a Direct Debit and Customer and Catch IT will enter into this payment agreement that will be paid on 15th 30th of every month for the month ahead.
29.3.4 Customer will pay interest at a rate of 1% per annum over the Bank of England base rate per month for overdue payments, from and after the due date until paid, unless such overdue payment is reasonably disputed under Section 3.6 of this Master Services Agreement.
29.3.5 To the extent that Customer is billed by a Catch IT Affiliate which is not authorised to provide Services in the relevant jurisdiction, such billing Affiliate will act solely as billing agent for the Affiliate which actually provides such Services to Customer.
29.4 Payment of Non-Recurring Bills.
29.4.1 When Customer first orders a service previously not supplied a non-recurring charge is often specified. This non-recurring charge is for installation of additional network infrastructure, cabling, electronics or other materials. Non-recurring charges are payable by Customer before commencement of delivery of service and will be billed in advance. If Customer fails to pay such non-recurring charges within 2 Days following Catch IT’s billing of non-recurring charges then:
18.104.22.168 Such failure to pay shall be an Non Start of Services for the purposes of installation of the Service;
22.214.171.124 Catch IT may issue a revised Service Delivery Date; and
126.96.36.199 Catch IT may suspend installation of the Service until receipt of such non-recurring charges.
29.4.2 If Customer requests and Catch IT approves (in its sole discretion) any changes to the Customer Service Order or Service after acceptance by Catch IT, including, without limitation, the Service installation date or Service commencement date, additional non-recurring charges and/or monthly recurring charges not otherwise set forth in the Customer Service Order may apply.
29.4.3 Catch IT will review its prices and charging structure annually and any increases will be notified to Customer in writing giving not less than 28 days notice of any increase taking effect.
29.5 Taxes and Fees.
29.5.1 All charges for Services are net of VAT and other taxes. Except for taxes based upon Catch IT’s net income, Customer will be responsible for payment of all applicable taxes that arise in any jurisdiction, including but not limited to, VAT, sales, use, excise, access, bypass, franchise or other taxes, fees, charges or surcharges, however designated, imposed on or based on the provision, sale or use of the Services.
29.6.1 The Customer will be invoiced for Catch IT’s IT Support Services in advance, and is payable from the date of acceptance of the agreement by both parties and will be subject to the following conditions:
188.8.131.52 Upon the customer terminating the Support Service Agreement payments or arrears will be due for the remainder of the Contract Length or any Subsequent Period.
184.108.40.206 The Customer may pay monthly in advance via Direct Debit i.e. a January Invoice covers February and is due for payment no later than 1st February by standing order or BACS.
220.127.116.11 Catch IT UK? reserves the right to change the payment frequency to annually in advance, where a customer’s payment of monthly invoices is not made promptly by standing order or BACS for a period of 3 months.
18.104.22.168 The customer will not be eligible to any discount for services if Catch IT finds it necessary to change the payment frequency to annually in advance.
29.6.2 If a payment from the Customer is not made for support charges or any part thereof, and remain unpaid for a period of 30 days, Catch IT may without prejudice to other rights, give notice in writing to the customer requesting payment within seven days, failure to pay within the seven day period may result in termination of the support services and Catch IT’s obligations under the agreement.
29.6.3 For work performed on behalf of UK registered organisations all amounts invoiced will be subject to VAT payable at the then prevailing rate, as applicable. The total support charges for the agreement will be detailed in the CSO excluding VAT.
29.6.4 Prepaid hours – Engineering time is deducted in 1 hour blocks. A minimum of 2 hours will be deducted for ad hoc or project work. These hours can be used for engineering outside of any existing support agreement. An estimated time will be quoted prior to work commencing. Engineering can be purchased in blocks of 10 hours.
29.6.5 Remote Support Hours – Engineering time is deducted in 10 minute intervals. Time will be logged on all service tickets. A minimum of 2 hours will be deducted for attending site. Hours can be purchased in blocks of 10 hours.
29.7.1 Catch IT has a general and particular lien over any and all Customer equipment installed in a Gateway for all money due and owing by Customer under any Customer Service Order (“Unpaid Charges”).
29.7.2 If any Unpaid Charges exist at the time of cancellation of the Customer Service Order, Catch IT shall have the right to exercise its lien over Customer’s equipment by delivery of written notice thereof to Customer.
29.7.3 If Customer does not pay all Unpaid Charges within a reasonable period after Customer’s receipt of written notice, Catch IT shall have the right, without further notice to Customer, to disconnect, remove, and sell Customer equipment and apply any proceeds of sale in, or towards the satisfaction of, the Unpaid Charges and any costs and expenses incurred by Catch IT thereby.
29.7.4 Catch IT shall account to the Customer for any surplus amounts form the proceeds of sale within a reasonable time thereafter.
29.8 Disputed Bills.
29.8.1 If Customer reasonably disputes any portion of a bill, Customer must pay the undisputed portion of the bill and submit a written claim for the disputed amount within thirty (30) days after delivery of the relevant bill.
29.8.2 If Customer disputes any portion of a bill that is based upon usage of the Services, Catch IT’s records of such usage shall be presumed to be accurate unless proved otherwise by an independent expert.
29.8.3 Customer waives the right to dispute any charges not disputed within thirty (30) days after delivery of the relevant bill.
29.8.4 If a dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate set forth in Clause 29.3.4.
30.0 Misuse and Fraudulent use of Services.
30.1 Services shall at all times be used by Customer in compliance with applicable law and Catch IT’s then current Acceptable Use Policy (AUP), as initially contained herein and amended by Catch IT and communicated in writing to Customer from time to time.
30.2 Catch IT will notify Customer of complaints received by Catch IT regarding alleged violation of Catch IT’s AUP by Customer or third parties that have gained access to the Service through Customer. Customer will promptly investigate all such complaints and take all necessary actions to remedy any actual violations of Catch IT’s AUP. Catch IT may identify to the complainant that Customer is investigating the complaint and may provide the complainant with the necessary information to contact Customer directly to resolve the complaint. Customer will identify a representative for the purpose of receiving such communications.
Catch IT reserves the right to install and use, or to have Customer install and use any appropriate devices to prevent violations of its AUP, including devices designed to filter or terminate access to Services.
30.3 Customer will be solely responsible for all charges incurred respecting the Services even if such charges were incurred through or as a result of fraudulent or unauthorised use of the Services. Catch IT may, but is not obligated to, detect or report to Customer unauthorised or fraudulent use of Services.
31.1 In the event that the applicable power utility company increases the price paid by Catch IT for power provided to any Colocation Space, Catch IT may pass-through to Customer such price increase upon prior written notice to Customer.
32.1 All repairs carried out by Catch IT or our representatives shall be guaranteed for a period of 30 days. This guarantee does not affect the Customers statutory rights.
33.0 Data security/Recovery
33.1 Catch IT will not be held responsible for any data corruption or loss, howsoever caused. Should any such data loss occur, Catch IT will make every effort to recover the data. If 3rd party specialist data recovery services are required, then it is the customer’s responsibility to cover the cost for this.
34.0 Termination of Agreement
34.1 Customer recognises Catch IT’s pricing takes into account many factors including but not limited to: other carrier commitments, initial costs, advance replacement equipment levels, spare parts stock, technical staffing, administrative staffing and Insurance arrangements. Strict adherence to Term Commitments and notice periods are therefore of the essence.
34.2 The initial term of each Customer Service Order (measured from the Service Commencement Date) shall be twelve (12) months (“Term Commitment”) and Customer agrees to pay for the Services for such period of time. After expiry of the initial Term Commitment the Term Commitment shall be extended by 12
months and subsequently annually on each annual anniversary of the commencement date, until terminated by either Catch IT or Customer upon written notice to be delivered in accordance with the terms of this Agreement not less than sixty (60) days prior to the end of the initial Term Commitment or the end of any subsequent Term Commitment.
34.3 Cancellation prior to Service Commencement Date.
34.3.1 Customer may cancel a Customer Service Order after Catch IT’s Acceptance of an order and prior to the Handover Document date upon written notice to Catch IT. In such event, or if delivery of Service is terminated by Catch IT prior to delivery of a Connection Notice due to a failure of Customer to comply with this Agreement, then Customer shall pay to Catch IT a cancellation charge in an amount equal to:
22.214.171.124 in the case of Colocation Space, the costs incurred by Catch IT in returning the Colocation Space to a condition suitable for use by third parties; plus
126.96.36.199 any third party cancellation charges related to the installation or cancellation of Service; plus
188.8.131.52 all non-recurring charges detailed in the Customer Service Order (including any non-recurring charges that were waived by Catch IT at the time of the Customer Service Order) for the cancelled Service; plus
184.108.40.206 50% of the total recurring charges for the cancelled Service which would have been received until the expiry of the Term Commitment had the Customer Service Order not been cancelled; plus
220.127.116.11 Interest at a rate of 1% per month (or if disputed the maximum rate allowable in law) or part thereof on the total of all sums recoverable from the effective date of termination until payment.
34.3.2 Customer’s right to cancel any Service under this Section 4.2 shall automatically expire upon Catch IT’s delivery to Customer of a Connection Notice for such Service.
34.4 Cancellation after Service Commencement Date.
34.4.1 Customer may only cancel Service after the Customer Commencement Date for a particular Service by delivery of written notice to Catch IT of not less than 60 days before such cancellation to then only be effective from the end of the Contract Term or any subsequent period.
34.4.2 In such event, or if Catch IT cancels all or any portion of any Customer Service Order due to a breach of any term or condition by Customer (including those occurrences listed in Section 4.4.2 below) then Customer shall pay cancellation charges in an amount equal to:
18.104.22.168 in the case of Colocation Space, the costs incurred by Catch IT in returning the Colocation Space to a condition suitable for use by third parties; plus
22.214.171.124 any third party cancellation charges related to the installation and/or termination of the Service; and the non-recurring charges (including any non-recurring charges that were waived by Catch IT at the time of the Customer Service Order) for the cancelled Service; plus
126.96.36.199 100% of the remaining charges which would have been incurred by Customer from the effective date of cancellation to the end of the Term Commitment.
188.8.131.52 Interest at a rate of 1% per month (or if disputed the maximum rate allowable in law) or part thereof on the total of all sums recoverable from the effective date of termination until payment.
34.5 Cancellation for Default.
34.5.1 Cancellation by Customer. If Catch IT materially breaches or fails to perform any material provision of the Customer Service Order and Catch IT has not cured such breach within 30 days after the delivery of written notice by Customer to Catch IT, then Customer may cancel the Customer Service Order upon prior written notice delivered at any time while such breach continues. In such event, Customer will not be liable for any cancellation charges but Customer will pay for any Services actually provided.
34.5.2 Cancellation by Catch IT. Catch IT may, upon written notice to Customer, terminate a Customer Service Order or cancel the Customer Service Order and discontinue Service without liability if:
184.108.40.206 Customer fails to pay any past due balance for Service (other than amounts reasonably disputed under section 29.8.1) within 3 Working Days after written notice from Catch IT;
220.127.116.11 Customer’s use of Services materially exceeds Customer’s credit limit, unless Customer provides adequate security for payment for Services within 3 Working Days after delivery of written notice by Catch IT;
18.104.22.168 Customer fails to cure its breach (other than subsections 22.214.171.124, 126.96.36.199, 188.8.131.52 and 184.108.40.206 of this Section 43.5.2) of any provision of the Customer Service Order or any Customer Service Order within 30 days after delivery of written notice to Customer by Catch IT;
220.127.116.11 Customer violates any law, rule, regulation or policy of any government authority related to the Services.
18.104.22.168 Customer makes a material misrepresentation in any submission of information in a Customer Service Order or the Customer Service Order or any other information submitted to Catch IT.
22.214.171.124 Customer engages in conduct that in Catch IT’s reasonable opinion, causes or is likely to cause damage to Catch IT’s network, Facilities or third parties using such network or Facilities; Customer engages in any fraudulent use of Service; or
126.96.36.199 any bankruptcy, insolvency, receivership or winding up proceeding is commenced respecting Customer;
34.5.3 Notwithstanding the foregoing, Catch IT may cease providing Services if Catch IT receives an order of any court or other government authority having jurisdiction which prevents Catch IT from furnishing Services.
34.5.4 Catch IT can terminate the Agreement or any aspect of it including at any time with 30 days notice in writing.
34.5.5 Catch IT can terminate the Agreement or any aspect of it with immediate effect if the Customer becomes the subject of a receivership, winding up, administration or bankruptcy order (or a petition is presented in respect of any of these). Or, if it otherwise appears to Catch IT that the Customer is insolvent and unable to pay its debts as they fall due.
34.5.6 Catch IT shall be entitled to terminate the Agreement in the event that the Customer commits a material breach of the Agreement and fails to remedy the breach within 30 days of receipt of written notice from Catch IT.
34.5.7 If the contract is cancelled within the contractual period then the customer will be liable for the outstanding balance.
34.5.8 Any termination shall be without prejudice to Catch IT’s other rights or to the Customers liability for amounts payable under the Agreement.
34.5.9 In the event of termination of the Agreement, Catch IT retains the right to uninstall any 3rd party software from the Customer’s System that Catch IT own the licence for or that Catch IT have installed on behalf of a 3rd party who own the software licence.
35.0 Removal of Equipment.
35.1 Within two (2) days following the effective cancellation/termination of the Term Commitment for any service, Customer shall remove all Customer equipment from the Colocation Space. If Customer fails to remove Customer equipment within such two (2) day period, Catch IT may, at Customer’s sole cost and expense, disconnect, remove and store or dispose of Customer’s equipment without prior notice. Customer agrees to pay all costs and expenses associated with Catch IT’s disconnection, removal, disposal and storage of Customer equipment, and all other charges due and owing by Customer to Catch IT under this Service Agreement prior to Catch IT returning any Customer equipment still in Catch IT’s possession. Catch IT shall not be liable for any loss or damage incurred by Customer arising out of Catch IT’s disconnection, removal storage or disposal of Customer’s equipment.
Catch IT may assign, subcontract or otherwise dispose of our obligations under the Agreement or any other agreement between the parties to any other party. Specifically, where we procure that a third party (such as the system manufacturer) provides a preventative maintenance routine, telephone, modem or on site support or other services to the customer, the customer shall be bound by any additional terms which the third party may impose either on Catch IT or the customer, and if there is any inconsistency between the terms of business of the third party of and the terms of the Handover document the terms of the third party terms shall prevail. The customer may not assign the Support Services Agreement without prior written consent by a director of Catch IT.
Neither Catch IT or any of our representatives or customers will, without the other’s written consent , disclose to any third party any information concerning the business or method of working of the other party which may be revealed to it during the period of the agreement or otherwise, except as required by law or to the extent that such information may become public knowledge or may be acquired or generated by either party independently from the other otherwise than by reason of a breach of this clause
38. Limitation of liability
38.1 Catch IT is not responsible for the loss of Customer data. Catch IT is responsible for ensuring the backup software and related hardware (when applicable) is set up maintained and stored correctly, however, the Customer is ultimately responsible for ensuring the appropriate backups are completed correctly and as instructed by Catch IT.
38.2 The liability of Catch IT for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the aggregate price paid for the services under the Agreement up to the date in question.38.3 In no event shall Catch IT, it’s partners or suppliers be liable for costs of substitute goods or services, nor will they be liable for loss of profits, loss of data or any indirect, special, incidental, consequential or punitive damages however caused, whether due to a breach of contract, negligence or otherwise unless such liability is determined by a Court of competent jurisdiction, without further recourse to appeal, that it was caused by gross negligence, wilful misconduct or fraudulent acts, by Catch IT.
38.4 Liquidated Damages For Hiring Catch IT Services Ltd Employees: If, during the term of this Agreement or for twelve months thereafter, the customer directly or indirectly retains the services (whether as an employee, independent contractor or otherwise) of any employee of Catch IT Services Ltd (or ex-employee
within three months of the employee’s termination from Catch IT Services Ltd) who has provided services to the customer on behalf of Catch IT Services Ltd, the customer agrees that Catch IT Services Ltd will be damaged, but that the amount of this damage will be difficult to determine. Unless there is a signed release form from Catch IT Services and by mutual agreement of both parties.
38.5 Accordingly, the customer agrees that for each such Catch IT Services Ltd employee hired by the customer, the customer will pay Catch IT Services Ltd Twenty-five Thousand UK Pounds sterling (£25,000) as liquidated damages. Notwithstanding the foregoing, for the purposes of this section “employee of Catch IT Services Ltd” shall include only employees of Catch IT Services Ltd who provide services to Catch IT Services Ltd customers and shall not include accountants, attorneys or other independent contractors of Catch IT Services Ltd who provide services to Catch IT Services Ltd itself. Unless there is a signed release form from Catch IT Services and by mutual agreement of both parties.
39. Force majeure
39.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, terrorist activity, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
39.2 If a default due to an Event of Force Majeure shall continue for more than twelve  weeks then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an event of Force Majeure.
40.0 Entire Agreement
40.1 The Master Services Agreement is incorporated into all CSO’s and together supersedes all prior Agreements made between Catch IT and the Customer for the provision of Support services and constitutes the entire Agreement between the parties relating to Catch IT’s IT Support Services.
40.2 The CSO incorporates Catch IT’s Terms and Conditions of business
40.3 No addition to or modification of any provision of these Terms and Conditions shall be binding upon the parties, except as set out herein, unless made in writing and signed by a duly authorised representative of each of the parties.
40.4 If any term, clause or condition of these Terms and Conditions is in violation of any applicable law, statute or regulation, the term, clause or condition in question shall be deemed as being deleted without effect to the remainder of these Terms and Conditions.
40.5 These Terms and Conditions shall remain in full force as if the deleted term, clause or condition had not been included. Catch IT and the Customer will negotiate, in good faith, alternative terms, clauses or conditions to those deleted that are mutually acceptable to both parties.
40.6 Headings are included for convenience only and shall not affect the interpretation of the Agreement.
41.1 Either party may deliver notices to the other by personal delivery or by postal delivery.
41.2 Notices sent to Customer will be delivered to the Customer’s address listed on the Customer Service Order (or such other address as the Customer may notify Catch IT in writing).
41.3 If notice is to Catch IT, it will be addressed to the Managing Director, Catch IT, Unit 2A Herne Bay Business Park, Herne Bay, Kent CT6 7FE, England (or such other address as Catch IT may notify the customer in writing.
41.4 Notice shall be deemed delivered on the date of actual receipt.
42.0 Contents of Communications
42.1 Catch IT does not monitor and will have no liability or responsibility for the content of any communications transmitted via the Services, and Customer will hold Catch IT harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related to such content attributable to Customer or its agents, employees or users.
43.0 Content of the Internet
43.1 Catch IT provides only access to the internet. Catch IT does not operate or control the information, services, opinions or any other content of the internet. Customer agrees that it shall make no claim whatsoever against Catch IT relating to the content of the internet or respecting any information, product, service or software ordered through or provided by virtue of the internet.
The Customer Service Order grants no right to use any party’s or its affiliates’ trademarks, service marks or trade names or to otherwise refer to the other party in any marketing, promotional or advertising materials or activities. Neither party shall issue any publication or press release relating to, or otherwise disclose the existence of, or the terms and conditions of, any contractual relationship between Catch IT and Customer except as may be required by law or agreed between the parties in writing.
45.0 Access to the Internet
45.1 Catch IT provides only access to the internet. Catch IT does not operate or control the information, services, opinions or other content of the internet. Customer agrees that it shall make no claim whatsoever against Catch IT relating to the content of the internet or in respect of any information, product, service or software ordered through or provided by virtue of the internet.
46.0 No Waiver
46.1 No failure by either party to enforce any rights hereunder shall be construed as a waiver of such right(s).
47.0 No Partnership
47.1 Nothing in the Customer Service Order and no action taken by the Parties pursuant to the Customer Service Order shall constitute or be deemed to constitute between the parties a partnership, association, joint venture or other cooperative entity.
48.0 Governing Law
48.1 The Agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts