0800 345 7844 info@drlogic.co.uk

Terms and Conditions

Please read carefully. Please confirm your acceptance of these terms and conditions in writing by signing at the bottom and returning by email, fax, or post.

If you do not confirm your acceptance by either of these methods, any instructions given by you to us following your receipt of these terms and conditions will be deemed your acceptance of these terms and conditions.

(Confirmation in writing should be sent to Doctor Logic Limited, 2.02 Clerkenwell Workshops, 31 Clerkenwell Close, London EC1R 0AT, or, if by email, to info@drlogic.co.uk., or, if by fax, to 0870 383 5331.)

I.T. support services are supplied by Doctor Logic Limited (whose registered office is at 2nd Floor 145-157 St John Street, London EC1V 4PY, company no. 04947299) ("the Company"), subject to the following express terms and conditions ("the Terms").

In these Terms, "we"/"us"/"our" means the Company, and "you"/"your"/"yours" means you, the customer.

These Terms together with our order confirmation (which may be oral or written) constitute the contract ("the Contract") between us and you for the supply of products and services. The Contract shall not be varied in any way whatsoever unless agreed in advance in writing between the parties.

Definitions

• "Overtime" - means from 7am to 9am and from 6pm to 10pm on weekdays (excluding bank holidays)
• "Overtime Rate" - means the Standard Rate plus 50% thereof per hour
• "Unsocial Hours Rate" - means the Standard Rate plus 100% thereof per hour
• "Services" - means the supply by us to you of such technical I.T. support services (including but not limited to operating system updates, third party software updates, firmware updates, hard drive checkup, recommendations on software, hardware and services, and training) as requested by you
• "Standard Rate" - means £100.00 per hour
• "Server Rate" – means the Standard Rate plus 25% thereof per hour
• "Server Work" – means any work involving any work involving a machine that provides services to one or more poeple, whether or not that machine is running a specialized server operating system or server software (including but not limited to file servers, print servers, web servers, and database servers).
• "Unsocial Hours" - means weekends, bank holidays and other UK national holidays, and between 10pm and 7am on any weekday

1. Appointment

1.1 We agree to supply the Services to you and you agree to pay for the same subject to these Terms.

1.2 The exact date and time of our supply of the Services shall be agreed in advance between the parties and shall be confirmed to you by us either by telephone or email.

1.3 No variation to these Terms shall be binding unless agreed in writing and signed by duly authorised representatives of both parties.

2. Independent contractor status

The Company is engaged as an independent contractor. Nothing herein will be deemed or construed to create a joint venture, partnership, or agency between the Company and you for any purpose whatsoever, or render us an agent or partner of yours, or vice versa.

3. Our obligations

We shall endeavour to provide the Services in accordance with these Terms.

4. Your obligations

4.1 You shall:

1. co-operate with us as reasonably necessary in order to enable us to provide the Services.
2. be solely responsible for maintaining backups of all critical software, documents, and applications on all of your file servers, personal PCs, organisers, mobile phones, and any other electronic equipment;
3. be responsible for notifying us in writing of any time limits, deadlines, or any other special requirements relating to the Services prior to us providing the Services. Such requests shall not be retroactive;
4. notify us as soon as possible should you need to postpone or rearrange the day and time for the provision of the Services, and in any event should do so no later than 24 hours before the agreed date. In the event that you fail to notify the Company of such postponement or rearrangement 24 hours or more before the agreed date, you shall be liable for 1 hour’s charge at the Standard Rate and shall be invoiced accordingly. Any rearranged date and time shall be at the mutual convenience of both parties, and you understand and agree that we cannot guarantee a response time.

5. Provision of the Services during Overtime or Unsocial Hours

5.1 We shall provide the Services during Overtime or Unsocial Hours at our sole discretion and convenience and only by prior arrangement with you.

5.2 In the event that you require us to provide the Services during Overtime or Unsocial Hours, you shall make an appointment in advance with us for such provision.

5.3 We do not guarantee that we shall be available to provide the Services during Overtime or Unsocial Hours.

6. Subcontracting

You shall not assign, transfer, or charge any of your rights or obligations under this these Terms, but we may engage sub-contractors to undertake the Services provided that we shall at all times comply with and fulfil our obligations under these Terms.

7. Rates

7.1 The Services shall be charged to you at the Server Rate for any Server Work and at the Standard Rate for all other work, unless carried out during Overtime or Unsocial Hours in which event you shall be charged as described below. In the event that the Services are carried out off-site by way of remote support and/or telephone call, the Services shall be charged by the minute.

7.2 Services are charged based on actual time spent, regardless of the complexity of the problem or issues addressed.

7.3 Time spent by us travelling to and from your premises for work undertaken during Overtime or Unsocial Hours shall be charged at the Standard Rate.

7.4 In the event that your premises are outside of London (i.e. such premises do not have a London postcode such as, by way of example but not limited to N, NW, S, SE, SW, E, W), time spent by us travelling to and from your premises will be charged at the Standard Rate.

7.5 Time spent by us undertaking work during Unsocial Hours shall be charged at the Unsocial Hours Rate.

7.6 Time spent by us undertaking work during Overtime shall be charged at the Overtime Rate.

7.7 Any purchase made by us on your behalf shall be subject to a handling fee of 15 (fifteen) per cent of the purchase price of the item(s).

7.8 All charges for Services are exclusive of VAT, which shall be charged at the rate applicable at the relevant tax point date.

8. Purchase of and reimbursement for supplies

8.1 We may need to purchase spare parts, other equipment, supplies, accessories, or software in order to provide the Services under these Terms.

8.2 We shall obtain prior approval from you, whether orally or in writing, before making any purchase in connection with providing the Services.

8.3 You agree that you will reimburse us for any purchase on submission of an invoice by us to you for the same in accordance with Clause 7.

9. Payment

9.1 We shall invoice you upon completion of the Services and in advance of making any purchase on your behalf in connection with the Services.

9.2 Payment for the Services shall be made by you to us on the day the work is carried out.

9.3 Payment of all sums shall be made in pounds sterling either

1. by BACS or CHAPS (excepting first payment for the Services) to:
   HSBC Bank
   312 Seven Sisters Road
   London N4 2AW

   For the account of: Doctor Logic Limited
   Account no.: 61562290
   Sort code: 40-03-03

or

2. by cheque, in which event it shall be made payable to Doctor Logic Limited and given directly to the engineer who has carried out the work; or


3. by credit or debit card over the phone to Dr Logic offices
   
   and in the event that payment is made by BACS or CHAPS, payment must have reached Dr Logic’s bank account, and in the event that payment is made by cheque, the cheque must have cleared, before the Company shall place the order for the purchase(s). .

9.4 You understand and agree that, in the event that you fail to comply with this Clause 9, we reserve the right to:

1. charge interest on any late payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, on the amount unpaid at the rate of 8% per annum above the Bank of England base rate from time to time, from (and including) the date on which payment was due until (and excluding) the date on which payment in full is made; and
2. claim compensation for any reasonable debt recovery costs incurred by us from you should any action be undertaken to obtain settlement of the account.

9.5 We shall charge you a fee of £25.00 to cover bank charges and administration costs, and invoice you accordingly, in the event that any cheque submitted by you fails to clear on first presentation or is subsequently returned dishonoured.

10. Alterations to facilities or equipment

We shall not be liable or responsible in any way whatsoever for problems or damage caused either directly or indirectly as a result of your alteration of or interference with facilities, equipment, and/or your network or system. In the event that you require us to correct or fix such problems relating thereto, such work as we may carry out shall be considered a new project and you agree that the same terms and conditions as set out in these Terms shall apply.

11. Customer warranty - software licensing

11.1 You warrant that all software you provide to us for installation, configuration, or use in any way, has been legally obtained and is properly licensed for use by you.

11.2 You further warrant that you have legally purchased a sufficient number of copies of such software for your use and that you have not violated any licensing laws in any way whatsoever.

11.3 We have no knowledge as to the licensing of software provided to us by you and you hereby indemnify us against all or any costs, claims, damages, demands and expenses that may be incurred by or made against us by any third party by reason of your unlawful purchase or use of your software.

11.4 You understand and agree that you shall be solely responsible and liable for all licensing and purchasing of software.

12. Limitation of liability

12.1 We shall not be liable to you (excluding for personal injury or death, fraud, or wilful default) for any loss or damage that may result (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Services.

12.2 Subject to Clause 12.1, our liability to you shall at all times be limited to the amount paid, if any, by you for the Services.

13. Force majeure

We shall not be liable to you or deemed to be in breach of these Terms by reason of any delay in performing or any failure to perform any of our obligations in relation to the Services, if the delay or failure was due to any cause beyond our reasonable control, including, but not limited to, Acts of God, explosion, flood, tempest, fire or accident, war or threat of war, riot, sabotage, insurrection, civil disturbance, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government, parliamentary, or local authority, strikes, lockouts or other industrial action or trade disputes (whether involving our employees or those of any third party), I.T. viruses, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.

14. Non-solicitation of employees

14.1 You acknowledge that we have a substantial investment in our employees that provide Services to you under these Terms and that such employees are subject to our control and supervision.

14.2 You agree not to solicit, hire, employ, retain, or contract with any employee of ours without our prior written consent.

14.3 In the event that a Company employee terminates his or her employment with us (regardless of the reason for termination), and is employed by you (or any affiliate or subsidiary of yours) in any capacity either while the Company employee is still under a contract of employment with us or within a 6-month period immediately following the termination of his or her employment with us, you shall pay to us forthwith an amount equal to 75% of the salary paid by us to the employee immediately prior to such termination.

15. Assignment

You shall not assign, transfer, or charge any of your rights or obligations under these Terms, in whole or in part.

16. Third parties

The Contracts (Right of Third Parties) Act 1999 is excluded from applying to these Terms and nothing in these Terms confers or purports to confer on any third party any benefit or any right to enforce these Terms, in whole or in part.

17. Waiver

No delay or failure by either party to exercise any of its powers, rights or remedies under these Terms will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.

18. Severability

If any part of these Terms is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from these Terms, the remainder of which will continue to be valid and enforceable to the fullest extent permitted by law.

19. Entire agreement

These Terms together with our order confirmation constitute the entire agreement between the parties and shall have effect to the exclusion of any other memorandum, agreement, or understanding of any kind, whether oral or written, between the parties hereto and touching and concerning their subject matter.

20. Authorisation

You acknowledge and agree that the person agreeing these Terms on your behalf is authorised to do so and shall bind you to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director, duly authorised agent or employee of yours.

21. Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.

Signed for an behalf of the Client

Company:
Position:
Signed:
Name:
Date:

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