Terms & Conditions - Dark Red

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Terms & Conditions

Dark Red Abbreviated Terms and Conditions

  1. These Terms and Conditions as amended from time to time and contained on our website at https://dark-red.co.uk . (“Terms”)      govern the relationship between Caiystane IT Services Ltd t/a Dark Red, a company incorporated in Scotland with company number SC254752, (“us”,      “our”, “we”); and the person(s) listed as the client in our quotation (“you”, “your”) (“you” and “us” together “the Parties”).
  2. We are a provider of IT Support services and upon signing our quotation documentation contained herein (“Quote”)      (whether electronically or otherwise) you engage us to provide the services set out in our Quote (“Services”).
  3. Our contact details can be found at the following link: https://dark-red.co.uk
  4. At all times our Services shall be provided to you in accordance with these Terms.
Service Period
  1. These Terms come into force upon you signing our Quote, us accepting your order and you successfully passing our      standard anti-money laundering and credit checks.
  2. Unless terminated by either Party in accordance with these Terms, we shall provide the Services for an initial term      which shall automatically renew, without us notifying you further, on the anniversary of the initial term and on a rolling basis on an ongoing basis      (“Term”). You may terminate these Terms by giving us at least three months written notice based on whole months.
Purchase Price and Payment
  1. You shall pay the price set out in the Quote which shall may be increased annually (“Fee”).
  2. The Fee shall be payable in equal monthly instalments within 15 days of the start of each month.
  3. If you fail to pay on the due date any amount payable to us, that amount shall bear interest from the due date until payment is made in full at the rate of 8% per annum over the Bank of England base rate from time to time in force.
  4. All sums due to us must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  5. We reserve the right to refuse or suspend our services in the event that you fail to pay any invoice within 30 days of its due date.
  6. Any services which are outside the Quote including but not limited to, any maintenance provided outside of normal business hours or services outside of the Quote shall be charged in accordance with our current rates card as amended from time to time and shall be invoiced at the end of each month, payable within 14 days of the date of the invoice, unless otherwise agreed in writing.
Conditions of service
  1. Our general SLA details can be found here:https://dark-red.co.uk
  2. Our Fee is based on the following assumptions and we reserve the right in our sole discretion to amend the Fee in the event any of these assumptions are found to be incorrect:
      • the Services being performed in accordance with the agreed proposal; and
      • The understanding that your systems are in good condition and our serviceability requirements/standards and site environmental conditions are met; and
      • Your support and commitment to providing time/scheduling for network device reboots with your staff and/or users support; and
      • you satisfying recommended backup schemes and having appropriate Antivirus Software with current updates; and
      • You authorising us to make secure remote access to your Network (e.g. VPN, Citrix/Terminal Server, Telnet, SSH, RAS or other solution). Depending on the remote access solution used,additional charges may apply to the contract;
  3. We reserve the right to:
      • revise the Fee based on additional locations, hardware, software, hardware support requirements, and/or services; and
      • to inspect your system and network upon the commencement of the term of the Service for the purpose of running diagnostic tests and capability of the system and network. Unless stated otherwise, this inspection shall be charged using our standard hourly billing rates. We reserve our right to amend the       Fees following this inspection; and
      • suspend or terminate our Services if in our sole discretion, conditions at the service site pose a health or safety threat to any of our representatives;
  4. For the duration of the Term we will have sole privileged access to all devices and software covered by this Quote. We will have sole discretion as to what constitutes privileged access.
  5. Services required or requested outside the scope of this Quote may not be exchanged for days or services within this Quote. Outside of scope support services are available and will be provided on either a time and material, or project basis.
Your Obligations
  1. It is your responsibility to:
      • promptly notify us of any events/incidents applicable to the rendering of the Services to you and/or any additional services;
      • to provide not less than 60 days’ notice to us of your intention to add or remove locations. We reserve the right to renegotiate these Terms with respect to the addition or removal of locations as a result of your relocation or otherwise. Such right includes the right to refuse service to your network at the relocation and/or new site;
      • provide us with such information or access to your systems in connection with the Services as required to perform the Services. At no time shall we be liable to you in the event that you fail to give us proper access to your network, systems or such information required to perform the Services, including without limitation access to your server and passwords;
      • designate a managerial level representative to authorise us with such access as required by us to perform the Services and where possible, such representative shall be present whenever our representative is on-site.
      • at all times act in accordance with any and all reasonable instructions issued by us in relation to the Services; and
      • act in accordance with the terms of all licences provided under any software used to provide your Services or any other services.
  2. At all times you shall ensure that any third party engaged by you or any of your employees do not obstruct or hinder our ability to perform the Services.
  3. You assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the network or system is to function.
  4. The Parties will agree and implement a proper system of maintenance, patching and reboots.
  5. We shall not be liable for any failure to provide the Services or any part thereof which arises out of your failure to follow any of our instructions.
  1. In addition to other limitations and conditions set out in these Terms, the following service and support limitations are excluded from the Services and each will incur a further charge:
    • cost of consumables, replacement parts, hardware, software, network upgrades and associated services;
    • all server, network device and software upgrades;
    • manufacturer warranty parts and labour/services;
    • periodic reboots for such devices as firewalls, routers and servers are required to apply/activate critical update patches and configuration changes;
    • application software support is limited to the manufacturer’s products
    • restoration of lost data caused by systems and/or hardware failure.
Warranties and Disclaimers and Limitation of Liability
  1. We give no warranties and make no representations in relation to the Services or any other service performed by us.
  2. All warranties and conditions whether express  or implied by statute, common law or otherwise are excluded to the maximum extent permitted by law.
  3. Neither we, nor any of our directors, employees or other representatives shall be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitation, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the  Services or any other services or use thereof even if it has been advised or has knowledge of the possibility of such damages.
  4. We shall not be liable for loss of use your network or system or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to your network or system as a result of the Services or any services performed by us.
  5. Subject to Clause 27, our total aggregate liability to you shall never exceed the total fees paid by you to us in the Term period (typically one month) immediately preceding the relevant claim;
  1. You shall indemnify, and keep indemnified on demand and hold harmless, us, our employees, agents, representatives, directors and shareholders, from and against any and all losses, claims,      damages, liabilities, costs (including legal fees) and expenses arising out of or in connection with your breach of any of your obligations under these Terms or as a result of your use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent In addition, you shall pay any judgment and costs associated with such claim.
  1. Either Party shall have the right to terminate the Terms under any of the following conditions:
    • if the other Party is declared insolvent or bankrupt;
    • if a winding-up, administration or freezing order is made against the other Party and not dismissed within 90 days to declare one of the Parties bankrupt and/or for a reorganisation under the Bankruptcy Law or any similar statute;
    • if the other Party commits a material breach of these Terms which are not remedied within 30 days of receiving written notice of such breach;
    • if a Trustee in bankruptcy or a receiver or similar entity is appointed for the other Party.
      1. Notwithstanding Clause 31 we have the right to terminate these Terms and/or suspend our Services immediately if:
    • you fail to pay us within 30 days from the due date of any invoice;
    • any member of our staff is subjected to threatening or abusive behaviour/language from you. What constitutes threatening or abusive behaviour/language will be at our reasonable discretion.
Consequences of Termination
  1. Upon termination of these Terms for any reason, all hardware and software installed by us that was required to conduct network support services is our property and will be surrendered and returned to us immediately.
  2. We will only return your access codes, credentials for administrator accounts and access once all sums properly due to us have been paid.
  1. You acknowledge that we are involved in a highly strategic and competitive business. You further acknowledge that you would gain substantial benefit and that we would be deprived of such benefit if you were to directly hire any personnel employed by us.
  2. You shall not, without our prior written consent, either directly or indirectly, by or through itself, its affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person solicit, entice or induce, or employ or engage or offer to employ or engage any employee during the Term and for a period of 1 year following termination (however arising) or expiry of these Terms.
  3. You acknowledge that it would be extremely difficult to ascertain the amount of damages resulting from a breach of Clause 36. In the event of a breach of this provision, you shall immediately pay to us by way of liquidated damages an amount equal to 60% of the employee’s total annual renumeration and we shall have the right to terminate our Services without further notice or liability to you. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs we would incur to identify, recruit, hire and train suitable replacements for such personnel.
Confidentiality, Privacy and Compliance
  1. We acknowledge that in the course of providing our Services, certain non-public personal and otherwise confidential information relating to you, including your customers, consumers or employees may be disclosed to, received by or otherwise come to our attention. We shall regard any and all such information as confidential and shall (unless otherwise required by law or a competent Court or Tribunal):
    • keep confidential all such information; and
    • take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than that which serves you or as expressly and specifically permitted in writing by you or as required by applicable law.
  1. You acknowledge that:
      • you are responsible for keeping records and information of our business, customers, consumers, and employees, confidential;
      • all information and services, consulting  techniques, proposals and documents disclosed by us to you or which comes to your attention during the course of business and provided under these Terms constitutes our valuable assets and are, and confidential and/or  proprietary to us;
  2. Clause 39(b) shall survive termination.
  1. We shall maintain at our sole expense:
      • general liability insurance for personal injury and property damage for a general aggregate of £5,000,000;
      • Professional Indemnity for a general aggregate of £1,000,000; and
      • Worker’s compensation insurance as required by law.
  2. On request, we shall furnish you with insurance certificates, including renewal certificates, evidencing such coverage within 10 days from the date of such request.
Data Protection and Data Processing
  1. Our full Data Protection and Data Processing policies are available on demand.
General Provisions
  1. Sole Agreement: The Quote together with these Terms constitute the entire and only understanding and agreement between the Parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, may be amended only by a writing signed by each of the Parties hereto.
  2. Severability: If a court of competent jurisdiction determines that any terms or provision of this Quote together with these Terms are invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining Terms, which shall continue to be given full force and effect.
  3. Captions: The captions of the paragraphs of these Terms are for convenience only and shall not affect in any way the meaning or interpretation of these Terms or any of the provisions hereof.
  4. Binding Effect: These Terms shall be binding upon, and shall ensure to the benefit of, the Parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.
  5. Waiver: Any failure of either Party to comply  with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other Parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.
  6. Governing Law: These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of Scotland. Each  Party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
  7. Assignment: These Terms and the rights and duties hereunder shall not be assignable by you hereto except upon our written consent. At all times, we shall be permitted to assign these Terms and the rights and duties hereunder without your written consent.
  8. Force Majeure: We shall not be liable for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, improper shut down of the network and related network systems/services.
© Caiystane IT Services Ltd  2024     Registered in Scotland SC254752
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