ICT Service Terms & Conditions for the Sale of Products & Services to Education Customers in the United Kingdom

1. Introduction

  1. These terms (“Terms”) apply to all Products, Software and/or Services purchased by or on behalf of the customer (the legal person who agrees to buy the Products, Software and/or Services from the ICT Service) (“Customer”) direct from the ICT Service (“The ICT Service”) for its internal use only and to the exclusion of all other terms and conditions. These Terms together with the ICT Service’s Order Documents and Service Documents (as defined below) form a legally binding contract between Customer and The ICT Service for the purchase of Products, Software and Services (“the Agreement”). These documents will apply in following order of priority: (1) Order Documents; (2) Service Documents and (3) these Terms. If Customer and The ICT Service have a separate agreement in place for the purchase of Products, Software or Services, that agreement shall apply instead of these Terms.

2. Definitions

  1. “Confidential Information” means collectively information of the disclosing party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. “Deliverables” means tangible and intangible materials including reports, studies, base cases, drawings, findings, manuals, procedures and recommendations prepared by The ICT Service or its suppliers, licensors in the course of providing the Services. “Intellectual Property Rights” means any patent, copyright, database right, moral right, design right, registered design, trade mark, service mark, domain name, metatag, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right subsisting anywhere in the world and any intellectual property rights in know-how, documentation, and techniques associated with the Deliverables or Materials. “Materials” means all content and other items included with or as part of the Products, Services, Software, or Deliverables, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, music, sounds, and software. “Order Documents” means the quotation and/or the order confirmation and/or the invoice sent by The ICT Service to Customer which describes the Products, Software and Services purchased by Customer under the Agreement as well as Prices, payment terms and other provisions. “Prices” means the gross price payable for the Products, Software and/or Services including the charges set out in clause 3.2. “Products” means computer hardware and related products supplied by The ICT Service under the Agreement. “Services” means the services provided by The ICT Service as described in any Service Documents. “Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as related documentation, provided by the ICT Service to Customer. Software includes software (1) provided by The ICT Service and locally installed on Customer’s hardware and/or equipment or (2) made available by The ICT Service and accessed by Customer through the internet or other remote means (such as websites, portals, and “cloud based” solutions.

3. Ordering, Prices, Payment

  1. Any quotes issued by The ICT Service shall be valid for 14 days unless stated otherwise in the quote.
  2. Prices for the Products, Software and Services shall be stated in the Order Documents or Service Documents issued by The ICT Service. Quotes provided by The ICT Service exclude value added tax and any other taxes, levies, and shipping charges unless expressly set out in the quote. Such charges are payable by Customer in addition to the prices quoted and may appear as separate items on the Order Documents.
  3. For multi-year contracts, services taken may be varied at any time. Any additional services added shall benefit from the multi-year discount and will be charged accordingly. Additional services shall be activated at a date agreed between the parties and charged pro rata from that time. For any services reduced or cancelled a 3 month pro rata penalty shall be due for the total value of that particular service in the year that it is cancelled. In the event of a reduced level of service the penalty shall be calculated on the difference between the existing service and the reduced service cost for the year in which it is cancelled. Services shall be stopped from the date the cancellation is given. Cancellations must be given in writing, email is acceptable.
  4. Prices for the Products, Software and Services are subject to change at any time until The ICT Service accepts an order from the Customer. The Customer will be notified of any change to Prices prior to an order being accepted, at which point they may choose to cancel or modify their order.

4. Changes to Products, Software or Services

  1. Changes in a Product, Software, or Service may occur after a Customer places an order but before The ICT Service ships the Product or Software or performs the Service, and Products and Software or Services Customer receives might display minor differences from the Products, Software, or Services Customer orders but they will meet or exceed all material functionality and performance of the Products, Software or Services that were originally ordered.

5. Products

  1. The ICT Service shall deliver the Products to Customer’s location as set out in the Order Documents. Delivery dates are non-binding and time for delivery shall not be of the essence. If no delivery dates are specified, delivery shall be within a reasonable time. Delivery of Products may be made in instalments. The ICT Service shall not be liable for any loss (including loss of profits), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by The ICT Service’s negligence), nor will any delay entitle Customer to terminate or rescind the Agreement.
  2. The Products shall be at the risk of Customer or its representative from the time of delivery. The ICT Service retains legal, beneficial and equitable ownership of the Products until full payment for such Products and all other money payable by Customer to The ICT Service on any other account or under the Agreement or any other agreement is received by The ICT Service from Customer. Therefore, until full payment is received, Customer will (1) hold the Products on a fiduciary basis as The ICT Service’s bailee (2) store the Products (at no cost to The ICT Service) separately from all other goods of Customer or any third party in such a way that they remain readily identifiable as The ICT Service’s property (3) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products (4) maintain the Products in satisfactory condition and keep them insured on The ICT Service’s behalf for their full price against all risks to the reasonable satisfaction of The ICT Service. On request Customer shall produce the policy of insurance to The ICT Service. Customer grants The ICT Service, its agents and employees an irrevocable licence at any time to enter without restriction any premises where the Products are or may be stored without prior notice in order to inspect them, or, where Customer’s right to possession has terminated, to recover them. The ICT Service shall be entitled to maintain an action against Customer for the price of the Products notwithstanding that legal, equitable and beneficial title to and property in the Products has not passed to Customer.
  3. Customer shall inspect the Products to identify any missing, wrong or damaged Products or packaging, and notify The ICT Service of any such issues which would be apparent on reasonable inspection and testing of the Products within 7 days of the date of delivery of the Products. Where the defect or failure would not be so apparent within 7 days of the date of delivery, Customer shall notify The ICT Service in writing of any defects or other failure of the Products within a reasonable time. If Customer does not comply with the notification requirements in this clause, Customer shall not be entitled to reject the Products; The ICT Service shall have no liability for such defect or failure, and Customer shall be bound to pay for the Products as if they had been delivered in accordance with the Agreement. The ICT Service shall, at its discretion, repair or replace Products rejected in accordance with this clause.

6. Software

  1. Software is subject to separate software licence agreements accompanying the software media and any product guides, operating manuals, or other documentation presented to Customer during the installation or use of the Software.
  2. In the absence of licence terms accompanying the Software, The ICT Service grants Customer a non-exclusive licence to access and use the Software provided by The ICT Service. Software provided or made available to Customer by The ICT Service in connection with the provision of the Services may be used only during the term of the Services and solely as necessary for Customer to enjoy the benefit of the Services.
  3. For Software provided by The ICT Service in connection with the provision of the Services, the following clauses shall apply:
    1. Customer may not: (1) copy (save for making a backup copy), adapt, licence, sell, assign, sublicense, or otherwise transfer or encumber the Software; (2) use the Software in a managed services arrangement; or (3) use the Software in excess of the authorised number of licensed seats for concurrent users, sites, or other criteria specified in the applicable Service Documents.
    2. Customer is prohibited from (1) attempting to use or gain unauthorised access to The ICT Service or to any third party’s networks or equipment; (2) attempting to probe, scan, or test the vulnerability of Software or a system, account, or network of The ICT Service or any of its customers or suppliers; (3) interfering or attempting to interfere with service to any user, host, or network; (4) transmitting unsolicited bulk or commercial messages; (5) restricting, inhibiting, or otherwise interfering with the ability of any other person, regardless of intent, purpose, or knowledge, to use or enjoy the Software (except for tools with safety and security functions); or (6) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any The ICT Service (or The ICT Service’s suppliers’) facilities used to deliver the Services.
  4. The ICT Service takes no responsibility for keeping records of licences Customers have purchased

7. Warranty

  1. All products have one year direct with manufacturer’s warranty, unless otherwise specified.

8. Confidentiality

  1. Each party must treat all Confidential Information received from the other party as it would treat its own confidential information generally, but with no less than a reasonable degree of care.
  2. Schools Contract Regulations will apply if you decide to seek quotations from other suppliers.  All candidates invited to quote must be provided with exactly the same information at the same time and subject to the same conditions.  The details of this quotation must not be shared with any other candidates.

9. Customer Data

  1. The Customer agrees to take full responsibility for all files and data, and to maintain all appropriate backups of files and data stored on Customer owned equipment. The ICT Service will not be responsible for any data loss.

10. Termination

  1. The Customer may terminate an order at any time; however The ICT Service reserves the right to charge a restocking fee which will be determined on an individual order basis.

11. WEEE Compliance

  1. The ICT Service will act in compliance with the Waste Electrical and Electronic Equipment Directive 2002/96/EC (“WEEE”) but it reserves the right to charge for these services.