TERMS AND CONDITIONS

FOR IT SERVICES

1. Introduction
   
   These terms and conditions and any “order confirmation” which incorporates a “support plan” and “equipment inventory” that we provide to you in relation to IT support services, together set out the contract between us. If there is any conflict between these terms and conditions and the order confirmation the latter will apply.In these terms and conditions, “you” means the person who is our customer, or if there is more than one person, those people who together are our client. Where the client is more than one person they will be jointly and severally liable for our fees. We will identify who our client is in the order confirmation. “We” means VectorCloud Limited and its successors (also referred to as “VectorCloud”).
2. Contract
   
   The contract between you and VectorCloud starts on the date stated in the order confirmation. The contract lasts for a minimum period of one year and will continue on an annual basis until it is ended by you or VectorCloud in accordance clause 2.2 or clause 8.
   Subject to clause 8, either party must give the other party 90 days written notice (including by email) of its intention to terminate the contract prior to the anniversary of the date the contract started. Otherwise, the contract will remain in force and you will be bound by the terms and conditions of the contract.The contract between you and VectorCloud, and all terms and conditions in this document remain in effect until such time as the written notice (including by email) of termination given by either party has elapsed.
3. Our Service to you
   
   Our role is to provide IT support services and IT software, hardware and installation in order that we can help you maintain and resolve any functionality issues relating to your IT software, hardware and equipment (the “IT support services”).We will be under no obligation to provide IT support services if you have not paid in full the value of the contract within the payment terms stated in the support plan.
4. Hours of service
   
   Following receipt of your request, we will provide IT support services as set out in the order confirmation between the hours of 0830 hrs and 1700 hrs Monday to Friday, excluding any public holidays in Glasgow.
5. Your contribution
   
   You are responsible for ensuring a full data backup is regularly performed on all your IT software and hardware (not limited to the IT software and hardware listed in the equipment inventory). We accept no liability for any data loss in the absence of a regular backup.All your IT software and hardware must be licensed, used and maintained as prescribed by the manufacturers.You will provide us with full access to all equipment, IT software and hardware, working documents and current data backups to allow VectorCloud to provide the IT support services.You will take all reasonable precautions to ensure the safety and health of our personnel while such personnel are at your premises.
6. Payment & fees
   
   You are ultimately responsible for the payment of our fees.In relation to the provision of IT support services, you agree to pay us the amount stated in the order confirmation and support plan for each month of service.In relation to the provision of IT support services provided out with the scope of the order confirmation and the support plan, you agree to pay us our standard hourly rate during our standard working hours. We will issue a separate invoice to you for such payment.All payments required to be made pursuant to these terms and conditions by either party will be exclusive of value added or other taxes on profit, for which that party shall be additionally liable.

   All payments required to be made pursuant to these terms and conditions by either party will be made within 30 days of the date of the relevant invoice or order confirmation, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withholding by law.

   VectorCloud will be entitled to recover from you any reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the IT support services.

   VectorCloud reserves the right to amend or vary the fee we charge you as stated in the order confirmation and support plan at any time to reflect any changes in your contract or changes to the provision of our IT support services (including, but not limited to, the equipment inventory, support plan, order confirmation or any increases in the cost to VectorCloud of providing the IT support services). Any changes will be confirmed by VectorCloud to you in writing (including by email) and will take effect from the date confirmation is sent to you.

7. Changes
   
   We can make reasonable changes to the contract and these terms and conditions between you and VectorCloud at any time. All changes will be confirmed by VectorCloud to you in writing (including by email) and will take effect from the date confirmation is sent to you.
8. Termination
   
   VectorCloud may terminate the contract between us at any time if:-
   You are in breach of any of your obligations under the contract;You have entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with your creditors generally or you have an administrator, administrative receiver or receiver appointed over all or a substantial part of your undertaking or assets;You become bankrupt or shall be deemed unable to pay your debts by virtue of section 123 of the Insolvency Act 1986;You cease or threaten to cease to carry on business; or
   Any circumstances whatsoever beyond our reasonable control necessitate and justify termination of the provision of the IT support services.

   You and VectorCloud may terminate the contract between us in accordance with clause 2.1.

9. Liability of VectorCloud Limited
   
   Our duty of care is to provide the IT support services with reasonable skill and care.Nothing in this contract shall operate to exclude or limit our liability for death or personal injury caused by our negligence or for liability for fraud or fraudulent misrepresentation.Notwithstanding clause 9.2, we will limit all liability of whatever kind howsoever caused, whether or not due to our negligence or wilful default whether from the supply or use of IT support services or otherwise to an amount equal to the maximum sum actually available and paid under any policy of insurance which covers the circumstances and liability in question.In addition, we will under no circumstances be liable for any indirect or consequential loss whatsoever or howsoever arising as a result of the delivery of the IT support services, or any failure of all or part of the IT support services or otherwise pursuant to this contract including (by way of illustration only and without prejudice to the generality of the foregoing):

   Any loss of profit, contract, or opportunity, whether due to a failure of the IT support services or otherwise and including any such loss arising from a loss, failure or corruption of data as a result of the provision of IT support services;

   Any costs associated with the recovery of data or arising as a result of a failure of a computer system to perform as expected;

   Any loss of liability attributable to obsolescence; or

   Any economic loss suffered by you.

10. Confidentiality
    
    We will keep all information relating to your affairs confidential and we will not disclose your confidential information to others. If, on your authority, we are working in conjunction with other advisors instructed by you (either directly or through us), we will assume that we may disclose any relevant aspect of your affairs to them.We may also disclose information about you and your affairs to third parties if:-
    You agree we should;It is within the scope of our instructions to do so;It is in accordance with our data protection policy outlined below; or

    We are required to do so by law or by our insurers.

    We have no obligation to disclose to you confidential information about other clients.

11. Data protection
    
    In the course of providing IT support services to you, we may hold personal information about you, your officers and/or your employees. We will use such personal information to provide advice to you and for related services including updating and enhancing our customer records and analysis to help us manage our services. We may also pass your personal information to other people or organisations (“data processors”) to carry out these activities on our behalf. If we do this we will require those data processors to put in place appropriate measures to protect your personal information.We may from time to time use your personal information to contact you about products, services, events and updates which we believe may be of interest to you. If you would prefer not to receive such communications please contact us.
12. Assignation
    
    You will not assign or otherwise deal with any benefit or liability under the contract without our prior written consent.We may assign or sub-contract the whole or any part of the contract without your consent.
13. Severance
    
    If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.
14. Intellectual property rights
    
    All intellectual property rights in or arising out of or in connection with the IT support services will be owned by us.
15. Governing law and jurisdiction
    
    The law of Scotland will apply to the contract between us and you agree that the Scottish courts will have exclusive jurisdiction in the event that a dispute arises.