Terms and Conditions

Trading Name: ActiveIT
Registered Office: Cawley Priory, South Pallant, Chichester, West Sussex, PO19 1SY
Telephone: 01903 257070
Email: info@activegroup.co.uk

Terms and Conditions of Website Usage

If you continue to browse and use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Active Information Systems’s relationship with you in relation to this website.

The term Active Information Systems or “us” or “we” refers to the owner of the website whose registered office is Cawley Priory, South Pallant, Chichester, West Sussex, PO19 1SY.  The term “you” refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

Active Information Systems Ltd Standard Terms and Conditions

These are the Terms and Conditions you agree to abide by when dealing with ActiveIT.

1. DEFINITIONS

 

1.1. In these Terms and Conditions the following terms shall have the following meaning except where context clearly requires otherwise:

 

“ActiveIT” means ActiveIT (company number 3507348) registered at Cawley Priory, South Pallant, Chichester, PO20 1SY

“Agreement” means an agreement entered into between ActiveIT and the Client encompassing provision of Services by ActiveIT and payment for the same by the Client;

 

“Bandwidth” means the allocated transmission capacity, measured in bits per second, of a network connection as specified in the Contract Document;

 

“Client” means the person, firm, company, organisation or enterprise contracting with ActiveIT for the provision of the Services;

 

“Connection” means the connection to the Internet using the Internet connectivity service as specified in the Contract Document

 

“Contract Document” means the Quotation and/or Service Level Agreement and/or Support Agreement (as applicable);

 

“Data Transfer” means all traffic that passes to and is transmitted from the Services including specifically but not exclusively web traffic, email, FTP transfers and any shell session data;

 

“Domain Name” means a public internet domain name;

 

“Fair Use Policy” means fair and reasonable Data Transfer limits and other such technical restrictions on the use of internet Connection Services as published on the ActiveIT website and may updated from time to time;

 

“Quotation” means, where the Services are for a specified project, the written details of the Services to be provided by ActiveIT;

 

“Service Level Agreement” (may also be referred to as “Service Schedule”) means the document containing details of the nature and level of service to be provided by ActiveIT;

 

“Personal Information” means data that is protected by the legislation specified in clause 19.1.

 

“Server” means the computer server equipment operated by ActiveIT or by third parties on ActiveIT’s behalf in connection with the provision of the Services;

 

“Services” means the services to be provided by ActiveIT to the Client as specified on the Contract Document; all reference to “Services” shall be construed accordingly;

 

“Virtual Server” (may also be referred to as “Cloud Server”) means a subset of the resources of a Server allocated by ActiveIT to the Client in connection with the provision of the Services;

 

“Terms and Conditions” means these terms and conditions.

 

1.2. Any Agreement between ActiveIT and the Client shall be entered into on the basis of these Terms and Conditions to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by either party in concluding such an agreement. These Terms and Conditions, together with the applicable Contract Document shall constitute the entire agreement between the parties. In the event of any conflict between these Terms and Conditions and any Contract Document the order of precedence shall be (1) the Service Level Agreement; (2) the Quotation; and (3) these Terms and Conditions.

 

1.2. Clause headings and emboldening and italicisation of text are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.

 

1.3. Where the context so admits or requires, words denoting the singular include the plural and vice versa and words denoting any gender shall include all genders.

 

1.4. References to each party include its permitted assigns and successors by operation of law.

 

1.5. A person who is not a party to this contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.

 

1.6. ActiveIT reserves the right to amend or modify these Terms and Conditions at any time, provided it notifies the Client by postal mail, or email prior to any such changes.

 

2. QUOTATIONS AND PROPOSALS

 

2.1. Any Quotation supplied by ActiveIT for the supply of Services shall not constitute a binding offer and ActiveIT reserves the absolute right to withdraw or vary any such Quotation providing that the Client is notified in accordance with Clause 20.

 

2.2. All Quotations are valid for a period of 30 days, unless otherwise stated.

 

3. PROVISION OF SERVICES (GENERAL)

 

3.1. ActiveIT shall provide the Services specified in the Contract Document to the Client.

 

3.2. From time to time, ActiveIT may alter the technical specifications of any Services and alter the features and functions made available as part of the Services but shall use reasonable endeavours to ensure that the overall quality of Services and quantity and variety of features and functions remain consistent.

 

3.3. In the event of a Services fault, the Client undertakes to report the fault by telephone or email to the ActiveIT Service Desk at the appropriate telephone number, URL or email address that ActiveIT may from time to time provide. Upon receipt of the fault report, ActiveIT will use reasonable efforts to correct the fault.

 

3.4. Any equipment (included but not limited to IT and telephony equipment) provided to the client by way of a rental Service (the “Equipment Rental Service”) remains the exclusive property of ActiveIT at all times. The Client agrees on expiry or cancellation of the Equipment Rental Service to return all equipment to a ActiveIT office at their expense and in a condition commensurate with the period of rental to date, and condition when first received. For the avoidance of doubt the Client has no right of ownership of any such equipment.

 

3.5. The Client accepts that Services may be unavailable in part or full during any period of Scheduled Maintenance.

 

3.6. The Client agrees to fully co-operate with the Police and any other relevant authorities and/or third-party suppliers in connection with any misuse or suspected misuse or fraudulent activity related to the Services and agrees that ActiveIT will be entitled to divulge any information which it holds which may be relevant to any investigation.

 

3.7. ActiveIT reserves the right to without notice remove, inactivate or deallocate software and/or licenses provided by ActiveIT as part of the Services installed on or allocated to the Client’s devices which have not remotely connected to ActiveIT or its suppliers’ systems within the previous 30 days.

 

4. HOSTING & SERVERS

4.1. This Clause 4 shall apply where the Services include the provision of a Server or general hosting services by ActiveIT

 

4.2. The Client’s use of such Services, including but not by way of limitation the writing, uploading, executing of data, scripts, applications and other software, and the sending and receiving of data (for example email) shall be at the Client’s own risk.

 

4.3. ActiveIT shall not, in any event, be liable for interruptions of Services or downtime of a Server except to the extent of any Service Level Agreement.

 

4.4. The use of any Server or other Service provided for the Client’s use under this Agreement will be restricted to the amounts of data storage, bandwidth, domain names and users specified in the Contract Document or from time to time notified to the Client, on the ActiveIT website or by email directly to the Client and additional usage will be payable by the Client at the rate set out in the Contract Document or ActiveIT’s current list price.

 

4.5. In the event that the Client’s Service is upgraded the Client shall no longer be entitled to the use of any Server or other Service replaced or superseded during the upgrade.

 

5. DOMAIN NAMES

 

5.1. This Clause shall apply where the Services include the registration of a Domain Name, or if included in the Service, the management by ActiveIT.

5.2. Registration and use of the Domain Name is at all times subject to the terms and conditions from time to time applied by the relevant naming authority which terms and conditions are hereby included into these Terms and Conditions. The Client is solely responsible for their own awareness of and compliance with such terms and conditions.

 

5.3. For UK domain registrations the Client shall ensure that he is aware of and complies with the terms and conditions of Nominet UK, the UK naming authority, which can be found at www.nominet.uk/go/terms.

 

5.4. Whilst ActiveIT will use reasonable endeavours to obtain the Domain Name for the Client, the Client accepts that ActiveIT cannot guarantee such registration and shall not be liable where the Domain Name is or becomes unavailable for any reason whatsoever or where the naming authority or registration agent refuses any registration request. The Client shall have no right to bring any claim against ActiveIT in respect of cancellation of the Domain Name by the relevant naming authority.

 

5.5. The unavailability of the Domain Name or any replacement Domain Name shall not affect the validity of the relevant Agreement or the Client’s obligation to pay the charges set out in such Agreement.

 

5.6. ActiveIT shall not be liable for any delay in configuring the Domain Name to work with a ActiveIT Service nor for any subsequent suspension or cancellation of the Domain Name by the naming authority or registration agent or their assigns or successors nor for any cost incurred by the Client as a result of such delay, suspension or cancellation. The Client’s obligation to pay the fees set out herein shall not be affected.

 

5.7. If payment is not received for the Domain Name or where any payment for any of the Services falls more than 60 days overdue ActiveIT may cancel the domain or retain the domain for further sale for its own purposes and gain and shall not be liable for any loss or damage resulting from such action.

 

5.8. Where the Client wishes to use a previously registered Domain Name (the “Existing Domain Name”) with the Services the Client shall be solely responsible for updating DNS records and/or name server records with the relevant naming authority or their agents or to provide correct third-party website login details to ActiveIT to do the same.

 

5.9. The Client may transfer an Existing Domain Name to ActiveIT at any point on or after the commencement of any Agreement and agrees to any fees payable to a third party in relation to such transfer and to follow the relevant transfer procedure for the type of domain being transferred or as directed by ActiveIT.

 

5.10. The Client may transfer a Domain Name to any third party at any point (“Transfer Out”) provided he is not in breach of any of his obligations set out herein. For the avoidance of doubt this includes payment obligations relating to all Services and not just those relating to a Domain Name.

 

5.11. The Client’s obligation to ActiveIT for any Services used with a Domain Name subject to a Transfer Out are unaffected.

 

5.12. ActiveIT shall not be liable for any Transfer Out delay in howsoever caused.

 

5.13. ActiveIT will automatically renew a Domain Name up to two months prior to its expiry date.

 

5.14. At any time prior to the actual renewal by ActiveIT of the Domain Name the Client may permanently opt-out of the automatic renewal process by notifying ActiveIT via postal mail or email. ActiveIT will not be liable for any suspension or cancellation of the Domain Name where a client has opted out of the auto-renewal process.

 

5.15. In consideration for renewal of the Domain Name or the Existing Domain Name by ActiveIT and prior to the renewal date, the Client shall pay to ActiveIT the appropriate renewal fee as per ActiveIT’s list price at the time of renewal.

 

5.16. In the event that the Client shall fail to pay a renewal fee on or before the due d ActiveIT reserves the right to suspend the use of the Domain Name immediately or after the payment falls due. In the event that the Client shall fail to pay a renewal fee within a period of 60 days following the date payment falls due, ActiveIT reserves the right to use or sell on the Domain Name for its own purposes and gain and shall not be liable for any loss or damage resulting from such action.

 

5.17. ActiveIT reserves the right not to renew any Domain Name if the Client is in breach of any of his obligations set out herein. For the avoidance of doubt this includes payment obligations relating to all Services and not just those relating to a Domain Name.

 

6. BULK EMAIL

 

6.1. The Client acknowledges that the use of any ActiveIT Services for the purposes of sending “spam” or unsolicited email or junk mail is strictly prohibited and undertakes not to use any Services, Connection, Servers or Domain Name for the same.

 

6.2. The Client undertakes only to use the Services for the sending of email to recipients who have knowingly and deliberately subscribed to or opted in to the Client’s specific service which provides such emails.

 

7. EMAIL SECURITY

 

7.1. This Clause shall apply where the Services include the provision of email security services for the purpose of spam and virus filtering.

 

7.2. ActiveIT shall have no liability in respect of email rejected, deleted or quarantined by the anti-spam service which are not spam, or which otherwise may be wanted by the Client (known as false-positives).

 

8. MICROSOFT CLOUD SERVICES

 

8.1. This Clause shall apply where the Services include the provision of Microsoft Cloud Services (including but not limited to Microsoft 365 and Azure).

 

8.2. Use of Microsoft Cloud Services is subject to acceptance of the Microsoft Customer Agreement as published on the Microsoft website (at the time of writing at https://aka.ms/customeragreement) and as updated from time to time. By using these Services, the Client is deemed to have read, understood and accepted the terms of the Microsoft Cloud Agreement for their region.

 

8.3. Where the Services are provisioned under the Microsoft New Commerce Experience (NCE) the Client acknowledges that:

 

8.3.1. Services are normally contracted for a minimum 12 month period unless agreed otherwise. Additional charges may be applicable if the period is less than 12 months;

 

8.3.2. Cancellation of the service prior to the end of the contracted period may result in contract period remaining charges being payable;

 

8.3.3. Services can only be cancelled or downgraded on the same day that ActiveIT places its supplier order or the subsequent 2 days (together the “NCE Cancellation Period”). All days are UTC calendar days.

 

8.3.4. The actual date ActiveIT places the order with its supplier will often be a later date which the Client is not normally made aware of;

 

8.3.5. On request ActiveIT will use its best endeavours to cancel or downgrade Services within the NCE Cancellation Period provided that some of that period falls within its normal business hours;

 

8.3.6. ActiveIT shall not be held liable for any failure to cancel or downgrade Services within the NCE Cancellation Period;

 

8.3.7. Services cancelled or downgraded on the same calendar day as ActiveIT ordered from its supplier are entitled to a full refund, after which a full refund minus the prorated cost of 1 day is applied on UTC calendar day 2, and a full refund minus the prorated cost of 2 days on UTC calendar day 2;

 

8.3.8. Services may not be transferred from ActiveIT to another Microsoft Partner during the commitment term;

 

8.3.9. Services automatically renew for the same commitment period unless prior written notice has been given;

 

8.4. Notwithstanding the provisions of clause 11 nor with prejudice to ActiveIT’s other rights the Client agrees to pay all fees according to usual invoice terms in relation to Microsoft Cloud Services without delay or right of set-off and regardless of any dispute to the extent that ActiveIT is liable to its supplier(s) for the same.

 

9. NON MICROSOFT CLOUD SERVICES

 

9.1. These Services are typically in relation to:

 

9.1.1. System Security

 

9.1.2. System Backup

 

9.1.3. Business Continuity

 

9.1.4. Non Microsoft applications

 

9.2. Where the Services are included in the Agreement, the Client acknowledges that:

 

9.2.1. Use of non Microsoft Cloud Services is subject to acceptance of the specific service provider license/agreement as published on their website and as updated from time to time. Links to applicable licenses/agreements are included in the Service Schedule. By using these Services, the Client is deemed to have read, understood and accepted the terms.

 

9.2.2. Services are normally contracted for a minimum 12 month period unless agreed otherwise. Additional charges may be applicable if the period is less than 12 months;

 

9.2.3. Cancellation of the service prior to the end of the contracted period may result in contract period remaining charges being payable;

 

9.2.4. Services can only be cancelled or downgraded on the same day that ActiveIT places its supplier order or the subsequent 2 days.

 

9.2.5. The actual date ActiveIT places the order with its supplier will often be a later date which the Client is not normally made aware of;

 

9.2.6. On request ActiveIT will use its best endeavours to cancel or downgrade Services within the Cancellation Period provided that some of that period falls within its normal business hours;

 

9.2.7. ActiveIT shall not be held liable for any failure to cancel or downgrade Services within the Cancellation Period;

 

9.2.8. Services cancelled or downgraded on the same calendar day as ActiveIT ordered from its supplier are entitled to a full refund, after which a full refund minus the prorated cost of 1 day is applied on UTC calendar day 2, and a full refund minus the prorated cost of 2 days on UTC calendar day 2;

 

9.2.9. Services may not be transferred from ActiveIT to another Service Provider during the commitment term;

 

9.2.10. Services automatically renew for the same commitment period unless prior written notice has been given;

 

10. HOSTED TELECOMS

 

10.1. This Clause shall apply where the Services include the provision telephone systems and calls over the Internet):

 

10.2. The Client acknowledges that the Hosted Telecoms Service may not be continuously available or operational and as such they should not be relied upon for the purposes of reaching public emergency services (i.e. 999)

 

10.3. The Client acknowledges that due to the nature of the Cloud Voice Service their name, telephone number or location may not be provided automatically or correctly to the emergency services.

 

10.4. The Client acknowledges that if the Cloud Voice Service is used outside of the UK that they will still connect to the relevant emergency service in the UK.

 

10.5. The Client agrees not to use (and shall procure that no end user shall use) the Cloud Voice Service in a way that breaches any Applicable Laws or any licence applicable to the Client or that is in any way unlawful or fraudulent or in bad faith or in a manner which constitutes a violation or infringement of the rights (including, without limitation, any Intellectual Property Rights) of any other person or to send or procure the sending of any unsolicited advertising or promotional material;

 

10.6. The Client agrees to implement adequate control and security over the use of the Cloud Voice Service including but not limited to the prevention of viruses, worms, Trojan horses and/or any calls generated by rogue diallers or hackers;

 

10.7. ActiveIT shall not be held responsible for call charges or other charges resulting from fraudulent and/or unauthorised use of the Cloud Voice Service by any unauthorised third parties (who are not employees of ActiveIT) and the Client agrees to pay all additional charges related to such fraudulent and/or unauthorised use.

 

10.8. The Client may port telephone numbers to ActiveIT and may (after the expiry of any minimum period stated in the Contract Document) port telephone numbers to other third-party operators with whom ActiveIT has a porting agreement.

 

10.9. In the event it is required to do so by legislation or at the direction of OFCOM, ActiveIT may at any time, on giving the Client notice in writing, withdraw or change any such telephone numbers allocated to the Client. ActiveIT shall have no liability to the Client for any losses incurred as a result of such withdrawal or change.

 

10.10. Where a telephone number (or numbers) are allocated to the Client as part of the Cloud Voice Service the Client shall not acquire any legal, equitable or other rights in relation to such or any right to sell or to agree to transfer any telephone number.

 

11. CHARGES AND PAYMENT

 

11.1. The fees, charges and subscriptions payable to ActiveIT by the Client in respect of the Services and Connections are as specified in the Contract Document or, in the case of Services not stipulated in the Contract Document, as individually agreed between the Client and ActiveIT. Except as

otherwise explicitly provided for in this Agreement, all payments are to be made in advance and are non-exchangeable, non-refundable and non-transferrable.

 

11.2. In the event that the Services include those which can be over-used (including but not limited to broadband Connections, Servers, backup services, telephone calls), the Client shall be additionally liable for charges in relation to the Client exceeding the usage limit on any such Service. These charges shall be invoiced by ActiveIT in the month following the month in which such excess usage occurred.

 

11.3. ActiveIT shall invoice the Client in accordance with the Contract Document or these Terms and Conditions and all invoices shall be paid within 14 days of the date of such invoice.

 

11.4. All fees, charges and subscriptions are charged in UK pounds sterling and are exclusive of VAT and any other applicable purchase tax, import and all other duties, which shall also be payable at rates from time to time in force. Should the Client wish to pay in another currency, he must first obtain ActiveIT’s agreement and hereby undertakes to pay any costs associated with conversation to UK pounds sterling.

 

11.5. The agreed contract price includes an element for potential inflation during the contract period. However, if service costs increase significantly above/below inflation, ActiveIT reserves the right to increase or decrease its fees, charges and subscriptions for Services from time to time. A minimum 60 days notice will be given of any proposed price variation. If price variation is unacceptable, the customer can request a review of the contract agreement within 30 days.

 

11.6. If the Client fails to pay any payments in accordance with these Terms and Conditions, then without prejudice to ActiveIT’s other rights and remedies:

 

11.6.1. The Client shall be liable to pay to ActiveIT a flat fee of £15 for each correspondence, including but not by way of limitation statements of account and reminders sent by post, fax or email;

 

11.6.2. The Client shall be liable to pay to ActiveIT interest on the amount payable at an annual rate of 8% above the London Inter-Bank Offered Rate “LIBOR”, which interest shall accrue daily from the date payment becomes overdue until ActiveIT has received full payment of the overdue amount together with all additional charges, bank charges and interest;

 

11.6.3. ActiveIT reserves the absolute right to suspend or withdraw any or all Services without notice and to reinstate such Services only upon full payment by the Client of all due fees and charges including but not by way of limitation all fees and charges for Services, all correspondence fees as set out in Clause 11.6.1, all accruing interest as set out in Clause 11.6.2 and all bank charges and related charges. In the event that Services are suspended, withdrawn or terminated, ActiveIT reserves the right to place a notice in lieu of the Client’s website(s) where hosted by ActiveIT Services. Fees and charges continue to be payable while related Services are suspended or temporarily withdrawn.

 

11.7. ActiveIT may from time to time provide the Client with documentation to be completed by the Client for the purposes of arranging a standing order, direct debit or other electronic transfer of funds but in all cases the Client shall be responsible for the correctness and veracity of information relating to the Client and the payment of monies by the Client as provided in such documentation.

 

12. WARRANTIES

 

12.1. ActiveIT warrants that the Services will be provided with reasonable skill and care.

 

12.2. The foregoing warranties are exclusive and in lieu of all other warranties, whether expressed or implied, written or oral, statutory or otherwise.

 

13. CLIENT WARRANTIES

 

13.1. The Client warrants that it has provided accurate and complete information (including but not by way of limitation its name, postal or email address, phone number, bank sort code and account number) and will promptly report any changes in such information to ActiveIT.

 

13.2. The Client undertakes to keep secure any identification, password and other confidential information relating to the Client’s use of or access to any ActiveIT Server or other Service and undertakes to notify ActiveIT immediately of any known or suspected unauthorised use or breach of security, including loss, theft or unauthorised disclosure of identification, password or other security information.

 

13.3. The Client accepts that ActiveIT may from time to time change any or all usernames, passwords, IDs, server hostnames, URLs, URIs, IP addresses or other information provided by ActiveIT and used by the Client to gain access to or use of any of the Services. Whilst ActiveIT shall make all reasonable endeavours to notify the Client of any such change prior to its occurrence, ActiveIT shall not be liable for any direct, indirect or consequential inconvenience, loss or damage of any kind which may be deemed to have arisen from any such change. Should the Client or any party acting for the Client ask ActiveIT to disclose any username, password or other identification, ActiveIT reserves the right to run such checks as ActiveIT deems necessary (including but not by way of limitation the provision of written authorisation from the Client) and to change without prior notice any relevant password or other identification before disclosure where ActiveIT at its absolute discretion sees fit.

 

13.4. Any third-party software provided with the Service together with such third party’s electronic or printed licence agreement is included for use at the Client’s sole option, and any use of such third-party software shall be governed by the third party’s licence agreement and not by this Agreement.

 

13.5. The Client shall indemnify ActiveIT, its directors, employees, contractors, agents and affiliates and keep the same indemnified against all proceedings, losses, liabilities, damages (including legal costs), charges and expenses of whatsoever nature arising out of or in connection with any liability, action or claim that the Client’s website content or the Client’s use of any ActiveIT Services violates the provisions of Clause 12 and its sub-clauses. The Client acknowledges that for these purposes it is irrelevant whether the Client knows or is aware of the nature of the Client’s Content.

 

13.6. The Client warrants that it has obtained for itself and for ActiveIT all necessary consents, approvals and licences for use of any content, data or software used by the Client with any Service and to regularly monitor compliance with such consents, approvals and licenses.

 

13.7. The Client warrants that it will use the Services only for lawful purposes. In particular, the Client represents, warrants and undertakes to the Company that;

 

13.7.1. The Client will not use the Services in any manner which infringes any law or regulation, or which infringes the rights of any third party, nor will the Client authorise or permit any other person to do so;

 

13.7.2. The Client will not publish, post, link to or transmit:

 

13.7.2.1. any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way;

 

13.7.2.2. any material containing a virus or other hostile computer program;

 

13.7.2.3. any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction; provided by ActiveIT to the Client.

 

13.8. The Client shall comply with all instructions and requests given or updated by ActiveIT regarding the use of the Service which in ActiveIT’s reasonable opinion is necessary in the interests of security, or to maintain or improve the quality of Services to ActiveIT’s customers or the Client and any such instructions shall whilst they are in force, be deemed to form part of this Agreement.

 

14. DEADLINES

 

14.1. Any deadlines advised by ActiveIT or contained in the Contract Document shall be advisory only, and ActiveIT shall not be liable for any failure to comply with any such deadlines.

 

15. TERM AND TERMINATION

 

15.1. Unless otherwise specified in the Contract Document(s), this Agreement (and for the avoidance of any doubt any Services) is for an initial period of 1 year unless otherwise specified in the contract document. The contract will renew for a further 1 year period unless cancelled by the client at least 30 days prior to the renewal date.

 

15.2. Either party may terminate any Agreement governed by these Terms and Conditions with immediate effect on written notice if the other party (the “Defaulting Party”):

 

15.2.1. Commits a material breach or persistent breaches of these Terms and Conditions and (in the case of a breach or breaches which is or are remediable) fails to remedy the same within 30 days of receiving a written notice specifying the nature of the breach and requiring the same to be remedied; or

 

15.2.2. (without prejudice to clause 15.2.1), the Client fails to pay any sum due to ActiveIT in accordance with the terms of this Agreement;

 

15.2.3. Becomes or is deemed to be insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or the Defaulting Party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator or administrative receiver appointed over all or any part of its assets or the Defaulting Party ceases to carry on all or a substantial part of its business.

 

15.3. For the avoidance of doubt, in the event of either party being entitled to terminate this Agreement under Clause 15.2, that party may elect (at its entire discretion) to terminate all the Services provided by ActiveIT, and not just the Service in respect of which the other party is in breach.

 

15.4. Notwithstanding any of its other remedies under these Terms and Conditions ActiveIT shall, at its sole discretion, have the right to suspend or terminate the Services in whole or in part at any time without notice if:

 

15.4.1. The Client is in breach of any of his obligations set out herein;

 

15.4.1.1. The Bandwidth, Data Transfer or other Server and network resources used for the Client’s Services exceeds what ActiveIT considers acceptable use or is deemed by ActiveIT to affect the performance of other clients’ services;

 

15.4.1.2. The Client’s use of any of the Services is making demands upon a Server which ActiveIT considers to be outside an acceptable range or which ActiveIT deems to be affecting the performance of other clients’ services;

 

15.4.1.3. ActiveIT has reasonable grounds to believe that the Services are being used fraudulently, unlawfully or by an unauthorised third party;

 

15.4.1.4. Any license, approval or right granted by a third-party supplier or regulator to ActiveIT necessary to provide or to the Client necessary for it to use the Services is revoked amended or otherwise ceases to be valid.

 

15.5. The termination of any Agreement (for whatever reason) shall not affect the respective rights and liabilities of each of the parties accrued prior to such termination.

 

15.6. Upon the termination of this Agreement each party shall on request promptly return any documents or papers relating to the business of the other party (including any of the other party’s Confidential Information as defined in Clause 18 below) which it then has in its possession or control.

 

16. ACTIVEIT’S LIABILITY

 

16.1. Under no circumstances shall the liability of ActiveIT under or in connection with the agreement exceed the fees paid by the client in respect of the services for which the client has made a claim.

 

16.2. ActiveIT shall not be liable to the client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the company, its employees or agents or sub-contractors or otherwise) which arise out of or in connection with this agreement. Nothing in the agreement shall limit ActiveIT’s liability for death or personal injury caused by ActiveIT’s negligence.

 

16.3. In any event no claim against ActiveIT shall be brought unless the Client has notified ActiveIT of the claim in writing within six months of its cause arising.

 

16.4. In the case of any goods or services supplied by any third party as part of or which are necessary for the performance of this Agreement, including but not limited to any hardware, software or internet services, ActiveIT provides no warranties in relation to these goods or services save to the extent that ActiveIT has received the same from the third party providing the goods or services. ActiveIT shall have no liability whatsoever for any damage directly or indirectly caused by any defect (inherent or otherwise) or failure of any goods supplied by a third party to meet any standard of satisfactory quality, any failure by a third party to provide services with reasonable skill and care or any failure by a third party to supply goods or services (including, without limitation, any failure of or interruption to any Service provided by an internet service provider). Without prejudice to the generality of the foregoing, ActiveIT shall have no liability whatsoever for the acts or omissions of any providers of telecommunication services or for faults in or failures of their apparatus.

 

16.5. Under no circumstances will ActiveIT have any liability for any loss directly or indirectly due to any virus, malware, worm, logic bomb or trojan horse or other code that indiscriminately replicates itself and is automatically disseminated.

 

16.6. ActiveIT shall not be liable for any damages, loss, costs or other expenses arising out of or in connection with any loss of or damage to any data, howsoever caused. Unless otherwise specified in the Agreement, the Client shall be solely responsible for the backup and retention of the Client’s data.

 

17. FORCE MAJEURE

 

17.1. Neither party shall be liable for any delay in performing or failure to perform its obligations where such delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including without limitation war, civil disorder, industrial disputes, inclement weather, acts of God, acts of local or central government or other competent authorities and failure by other service providers.

 

18. CONFIDENTIAL INFORMATION AND SECURITY

 

18.1. All information, drawings, specification, documents, contracts, design material and all other data, which either party may have disclosed and may from time to time disclose to the other party relating to its business, clients, prices, services, requirements, Contract Document, the Services and these Terms and Conditions, including any technical specifications (the “Confidential Information”), are proprietary and confidential to the disclosing party.

 

18.2. Each party hereby agrees and undertakes to the other that it will use such Confidential Information and all other data solely for the purposes of these Terms and Conditions and will not, at any time during or after the completion, expiry or termination of any Agreement, use or disclose the same whether directly or indirectly, to any third party without the other party’s prior written consent.

 

18.3. Each party further agrees and undertakes that it will not itself or through any subsidiary or agent use, sell, licence, sub-licence, create, develop or otherwise deal in any Confidential Information supplied to it by the other party or obtained while performing any Agreement.

 

18.4. The Client undertakes to keep the Confidential Information confidential and to notify ActiveIT immediately of any known or suspected unauthorised use or breach of security, including loss, theft or unauthorised disclosure.

 

18.5. Each party will ensure that each of its employees, agents or sub-contractors will comply with the provisions contained within this Clause.

 

18.6. The provisions of this Clause do not apply to any Confidential Information or data which:

 

18.6.1. Is or becomes freely available in the public domain through no default of the receiving party; or

 

18.6.2. Is required to be disclosed by any court of competent jurisdiction or statutory or regulatory authority; or

 

18.6.3. Is received from a third party which owes no duty of confidentiality in respect of such information.

 

19. DATA PROTECTION

 

19.1. Each party shall for the duration of any agreement governed by these Terms and Conditions comply with provisions of the Data Protection Act 1998 (including the data protection principles set out in that Act) and the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) from 25th May 2018 and any similar or analogous laws, regulatory requirements or codes of practice governing the use, storage or transmission of personal data and shall not permit anything to be done which might cause or otherwise result in a breach by either party of the same.

 

19.2. In order to provide the Services it may be necessary for ActiveIT to view/copy your data; including any Personal Information about you or others which may be contained within your data. By providing this data (or access to it) the Client authorises ActiveIT to process the Personal Data only as necessary to provide the Services and subject to the protections specified in this clause 19.

 

19.3. The following table describes the situations in which we may need to view or copy your Personal Information however the list is non-exhaustive and the agreement applies to all Personal Information that we obtain from you or your systems regardless of its inclusion or omission herein:

Service

Data Required

Permitted Purposes

Remote IT Support

Viewing of the Client’s screen and access to files on their computer(s).    

Viewing of information only.  No copying or other use whatsoever except where it strictly necessary to provide the required support/resolution.

No data is retained after the issue is resolved.

In-Person IT Support

All data stored on the Client’s computer(s)  whilst in ActiveIT’s care (including ActiveIT workshop) and in any cloud services used by that machine and/or user               

Computer support and/or repairs, providing support to end users.

Copies of data may be required in order to carry out repairs, installations or migrations.  Any copies retained on ActiveIT equipment will be deleted after 1 month.

Hosted Services

Data contained within the hosted services.

ActiveIT staff may have access to your data through our management

systems and interfaces but will only do so for the purposes of managing the hosted service or providing support.  ActiveIT will not copy the data outside of ActiveIT systems nor use it for any other purpose.

 

Backup

All data requiring backup.

Data is copied to selected storage locations and servers and can be

restored to the same or different location on request.

                                 

 

Usage Information

Data about the Client’s use of ActiveIT

In order to monitor and improve the Services. 

19.4. ActiveIT will not use sub-processors in providing the Services without the Client’s prior consent except as listed below

Sub- Processor

Data Required

Permitted Purposes

Remote Monitoring and Management Platform (RMM) Provider

 

Screen Sharing, Remote File, Registry, Service and Process Access.  Computer audit information.  Monitoring data.

 

To provide support to ActiveIT staff in troubleshooting problems with the platform only.

Business Management Service Provider (PSA)

Client contact, contract, CRM, project, billing and support ticket information.       

To provide support to ActiveIT staff in troubleshooting problems with

the service, in order to monitor and improve the service and produce aggregated statistics for marketing purposes.

Partner Services

Contact Information, computer and network information, any data required for the to produce and ordered Service to function    

 

 

To identify the client and its staff, to provide access to the Services and disseminate relevant license information. Transmission and storage of client data only where the service is designed for that

purpose (i.e. storage of backup data by a backup service provider, scanning of files by an anti-virus service provider).

 

19.5. ActiveIT warrants that it:

 

19.5.1. Will only act on the Client’s instructions in relation to the processing of any Personal Information; and

 

19.5.2. Will ensure that people processing the Client’s data on its behalf are subject to a duty of confidence; and

 

19.5.3. Has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of personal data that we process on your behalf (please see the Privacy Policy published on the ActiveIT website for more details); and

 

19.5.4. Will take reasonable steps to ensure any sub-processors are bound by these same warranties.

 

19.6. ActiveIT will (to the extent that these apply to data processed under the Agreement):

 

19.6.1. Assist the Client in providing subject access and allowing data subjects to exercise their rights under the GDPR;

 

19.6.2. Assist the Client in meeting their data protection obligations in relation to the security of processing, the notification of persona data breaches and data impact assessments;

 

19.6.3. Delete or return all Personal Information to the Client as requested upon cessation of the Services;

 

19.6.4. Submit to audits and inspections and provide you with information required to ensure that both you and us are meeting our respective legal obligations for data protection;

 

19.6.5. Tell you immediately if we are asked to do something that, in our opinion, infringes data protection legislation; and

 

19.6.6. Tell you immediately if we become aware of a data breach that may affect Personal Information processed under this Agreement.

 

19.7. The parties agree that for any Personal Information processed under the terms of this Agreement that the Client is the “Data Controller” and ActiveIT is the “Data Processor” in accordance with the meaning of those terms in the data protection legislation specified in clause 19.1 and each shall have the responsibilities and liabilities of those roles under that legislation.

 

19.8. The provisions of clause 19.1 through 19.7 refer only to Personal Information provided by the Client to ActiveIT in order to perform the Services. It does not apply to Personal Information collected by ActiveIT for its legitimate business purposes (for which ActiveIT is the “Data Controller”) such as contact details, correspondence, and billing information. Use and protection of this data is specified in the Privacy Notice published on the ActiveIT website.

 

19.9. Recording of telephone calls may be made without prior consent for the following reasons:

 

19.9.1. To record evidence of business exchanges

 

19.9.2. To review whether quality standards are being met

 

19.9.3. To ensure a business complies with regulations

 

19.9.4. To prevent and detect criminal activity

 

19.9.5. To investigate the suspicious use of a network

 

20. NOTICES

 

20.1. All invoices, statements of account and other notices sent by ActiveIT to the Client’s last known postal address, or email address shall be deemed to have been received by the Client.

 

20.2. All notices and other communications required or permitted to be given under these Terms and Conditions shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified above or such other address as either party may notify to the other for this purpose from time to time. Any notice shall be treated as having been served on delivery if delivered by hand, two working days after posting if sent by prepaid registered mail, on delivery if sent by courier, on confirmation of transmission if sent by facsimile and on receipt of email message by the recipient’s email service provider.

 

21. ASSIGNMENT AND SUB-CONTRACTING

 

21.1. Either party hereto may assign any Agreement in whole or in part to any third party:

 

21.1.1. Where the prior written consent of the other party is given (such consent not to be unreasonably withheld or delayed) or;

 

21.1.2. Where 30 days written notice has been given to the other party and where the assigning party has not received written notice of objection.

 

21.2. For the avoidance of doubt, ActiveIT may and shall, as it deems fit, sub-contract part or all of its obligations under these Terms and Conditions.

 

22. ADDITIONAL PROVISIONS

 

22.1. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

 

22.2. If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms.

 

22.3. Provisions of these Terms and Conditions which are either expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.

 

22.4. Nothing in these Terms and Conditions shall constitute the parties as partner, joint ventures or co-owners, or constitute either party as the agent, employee or representative of the other.

 

23. LAW AND JURISDICTION

 

 

23.1. The construction, validity and performance of these Terms and Conditions shall be governed by the law of England and Wales, whose courts shall have exclusive jurisdiction over any dispute between the parties.