Terms & Conditions
Terms & Conditions
For the purposes of this service agreement, ‘we’, ‘us’, ‘our’ or ‘CSS’ refer to Cloud Smart Solutions, and ‘you’ refers to the client named above.
“mailbox” means an email account owned and operated by you, including up to ten aliases associated with that email account.
“Microsoft License” or “Email Client License” means the license granted to you by Microsoft Ireland Operations Limited (“Microsoft”).
“Monthly Throughput Usage Limit” means the aggregate monthly throughput usage limit across all mailboxes expressed in gigabytes per month in respect of your use of the service.
“Policies” means our acceptable use and data protection policies.
“Server” means the server or servers on which we store emails received by or sent to you as part of the service.
“Service” means the service to be provided in respect of each mailbox or such other services we agree to provide to you.
“Storage Usage Limit” means the maximum amount of data that may be held by you on the server which is 50 gigabytes of data within each mailbox. The limits and entitlements of your support Service agreement are as specified on your schedule. The costs of any materials are not included. You will be notified of any charges in advance of works taking place. The minimum remote support allowance used per callout will be 15 minutes and will increase in 15-minute increments thereafter.
Inclusive remote support calls are intended for the purpose of resolving IT support problems only. Inclusive remote support may be used for other purposes at our discretion and only with prior agreement.
Your Support Package agreement will be effective from the start date on your service agreement and will end on the last day of the twelfth month thereafter. We reserve the right to terminate any agreement we have with you.
Your Support Package will cover all workstations, servers, network equipment, and associated peripherals as per the schedule and only at the business address(es) / as shown on your schedule. It is your responsibility to inform CSS of any notable additions to your equipment and/or software as this may require additional support and therefore increase your support package fee. Should workstation maintenance be included in your service agreement then you will receive an annual remote maintenance check of all workstations, conducted on a pre-arranged time of an agreed number of workstations. The workstation maintenance check will consist of at least the following: resource monitoring, security checks and scan, software update monitoring, an examination of log files.
You may request IT support during CSS normal working hours of 08:30 until 18:00 Monday to Friday to receive a ‘same day response’ via remote session. CSS reserve the right to change these times which will be advertised and or notified to you. Access may be required to your equipment both during normal working hours and out of hours. Either physical or remote access may be required in order for us to fulfil our ‘same day response’ obligation. If you are unable to provide us with the necessary access you will forfeit the benefit of same-day response in that instance. CSS is under no obligation to resolve your IT support issue on the same day.
For the purposes of this service agreement ‘same day’ will be defined as between the hours of 08:00 and midnight. IT support will not be included by any means on national holidays. Any support requested on these days may be provided at the discretion of Cloud Smart Solutions Ltd and at additional cost.
By signing this agreement, you consent to allow CSS staff access to your equipment when required via a remote connection employing a minimum of 128bit security.
Where remote connection is currently not active on-site, you agree to the installation of remote control software on your equipment. There will be no additional cost for this software.
You will receive an initial response to your support request via email to the primary email address and/or email address of the caller.
The initial or primary method of support employed by CSS for your support package will be by remote assistance where possible. Please note not all IT support issues can be resolved remotely and may require a site visit for which you may be charged at the standard rate previously agreed. You will be advised if a site visit is deemed necessary prior to the visit.
For this service agreement with a limited remote support allowance, you agree to pay any additional hourly fees incurred at the agreed standard rate when the limit has been reached. You will be advised where reasonably possible if you are likely to exceed your limit prior to or during a chargeable support call.
Dealings with third parties on behalf of your business may be chargeable, furthermore, any work carried out by third parties to any equipment covered in your schedule will render cover for the item/s null and void until such time as CSS staff have verified that the standard of work carried out is of an acceptable standard and not causing a detrimental effect.
Unused support time cannot be carried over from month to month and refunds will not be given for un-used support time. Any inclusive on-site support time must be pre-arranged.
Monthly fees are subject to vat at the current rate. Payments will be due within 15 days of the invoice. Failure to ensure CSS receive payment on the due date may result in the suspension of your Support Package benefits until such time as payment is received. CSS also reserves the right to suspend your Support Package benefits if you have outstanding invoices, in this instance your Support Package benefits will resume upon payment being received. You will not be entitled to a refund for suspended service agreements. We reserve the right to charge a late payment fee for each outstanding Invoice.
All [Company Name] business data and communication shall be designated as confidential (however it is conveyed or on whatever media it is stored) including information which relates to your business affairs, properties, assets, trading practices, [goods/services], developments, trade secrets, Intellectual Property Rights, know-how, personnel, customers and suppliers, [all personal data and sensitive personal data within the meaning of the Data Protection Act 1998 and GDPR May 2018] and the Commercially Sensitive Information.
During the course of providing service to you, CSS staff may view confidential information concerning you or your business, any such information will not be recorded or copied by CSS unless it is essential to works. It is your sole responsibility to secure your confidential information and to disclose such information on a need-to-know basis only.
We will not disclose your confidential information to any third party unless instructed to do so by a government department or Court of Law.
You agree to keep confidential any information you may obtain in respect of Cloud Smart Solutions Ltd which includes but is not limited to, its associates, employees, customers, know-how and anything that ought to be considered as ‘Confidential Information’.
We agree to provide the service in accordance with the terms of the agreement, we shall provide the service to the standard to be reasonably expected from a competent provider of these services.
Each mailbox is subject to the agreed storage usage limit. This limit will be agreed upon as reasonably practicable for your business requirements. In addition, it is assumed that your staff will be advised and trained in ‘good housekeeping’ in order to maintain suitable storage limits. As a consequence, you acknowledge and agree that once the volume of data contained within a mailbox that has reached the storage usage limit for that mailbox, all emails subsequently sent to or from that mailbox will be rejected and that you will not, and the sender may not be aware that the email has been rejected for so long as the mailbox exceeds the storage usage limit. Any emails previously rejected will not enter the mailbox unless re-sent once the data contained within the mailbox has been reduced to less than the storage usage limit. If an incoming or outgoing email is larger in size than the remaining capacity of the mailbox then such email will also be rejected. Any rejected email cannot be retrieved.
The maximum permitted size for an incoming or outgoing email is 10 megabytes including attachments. All emails received or attempted to be sent that exceed this limit will be rejected and it will not be possible to retrieve them. This limit cannot be amended under any circumstances.
Deleted emails cannot be retrieved in any event once fourteen days have passed since they were sent or received.
Due to the complex nature of the service and public telecommunications networks we cannot warrant that the service will be provided without interruption or error, but we will use reasonable skill and care to ensure that the service is properly managed. We will use reasonable endeavours to provide the service in accordance with our agreed service levels.
We will use reasonable endeavours to rectify defects in the service which you report to us as soon as reasonably practicable. If you become aware of a defect in the service you should report the defect promptly upon discovery to our technical helpdesk.
We shall use reasonable endeavours to respond to any defect reported by you within one working day of receipt of your report with our plan for resolution of the defect or, if no defect exists, with an explanation as to why no defect exists.
We may temporarily suspend the provision of the whole or any part of the service to enable us to carry out any repair, maintenance or improvement or in the event of an emergency. We will restore the provision of the service as soon as is reasonably practicable after any such temporary suspension.
We may in our sole discretion modify or improve the specification or manner of operation of the service from time to time provided that any such modification or improvement shall not materially diminish the functionality of the service.
You acknowledge and agree that in order to make proper use of the service you require a working knowledge of the Internet and email communications functions. It is your responsibility to obtain and maintain appropriate telecommunications facilities at your expense to enable you to access the service and to configure your systems correctly, including but not limited to enabling emails to be received and transmitted correctly using the service. You acknowledge and agree that if you do not comply with your obligations under this clause you may not receive or be able to send emails and that emails received may not be capable of retrieval.
You acknowledge and agree that the speed at which emails are delivered is largely dependent on factors that are outside our control, including but not limited to the capacity constraints of the public telecommunications network.
Your use of the service must be for lawful purposes and comply with all legal requirements including but not limited to respecting third parties’ copyright, trademarks and software licences.
You may not copy, rent, lease, sublicense, display, reverse engineer, modify or alter any software owned, licensed or developed by us.
You agree that you will not use the service in any way to:
Publish, post, distribute or disseminate defamatory, infringing, obscene, sexually explicit, indecent, racially offensive, ethnically offensive or other unlawful material or information or that which promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability or any other illegal activities;
Threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
Engage in illegal or unlawful activities or transmit spam or distribute viruses, or otherwise deliberately abuse any part of the service.
You agree that you will not resell the service, allow any third party to use the service or use the service to provide services in the nature of the service to third parties or assist any third party in its attempt to obtain access to the service without our consent.
You shall use reasonable endeavours to prevent any unauthorised access to, or use of, the service and notify us promptly of any such unauthorised access or use.
You acknowledge and agree that you are solely liable for any breach by you of the terms contained within the Microsoft Licence, such as the use of non-regulated software and that you hereby agree to indemnify us in full in respect of all costs, claims, expenses, losses, and damage suffered or incurred by us in connection with such breach. Whilst we supply the service, we can only be deemed responsible for any breach directly attributable to ourselves.
You agree not to disassemble, decompile or reverse engineer or otherwise derive the source code of any element of the software comprised within the service.
You agree to comply with all applicable legislation and codes of practice throughout the world relating to the processing of personal information, including but not limited to the Data Protection Act 1998 and the GDPR May 2018, insofar as such legislation and codes of practice are applicable in relation to your use of the service. You acknowledge and agree that it is your responsibility to take appropriate legal advice in relation to all applicable laws.
We take the security of personal information very seriously. We will only use any personal information provided by you and relating to your employees, agents and sub-contractors in accordance with the Data Protection Act 1998 and the GDPR May 2018 including any consents you grant to us from time to time.
We may record any telephone call you make to or receive from us and store the emails you send to or receive from us, for the above purposes and in order to monitor service standards.
It is your responsibility to implement suitable email policies with your employees, agents, and sub-contractors who access the service and to obtain all necessary consents from them for your and our processing of their information pursuant to the agreement.
We will provide you with usernames and passwords to access the service. You undertake to keep all usernames and passwords confidential and not disclose them to any third party other than those of your employees, agents, and sub-contractors who you authorise to access the service on your behalf. You agree to contact us immediately if you suspect that anyone else knows your usernames and/or passwords.
In the event of any suspected security breach, we reserve the right to suspend or change your usernames and/or passwords. If that happens, we will notify you of such suspension or changes as soon as reasonably practicable in writing.
We will use reasonable endeavours to keep information held on the server secure.
You undertake to only provide us with accurate information (including but not limited to information about you, your identity and contact details, your business, and your anticipated usage of the service).
We will endeavour to ensure that any materials which we send to you will be free from viruses and corrupt files but we cannot guarantee this. If we discover any defect in any materials which we have sent to you we will inform you as soon as reasonably practicable.
Virus scanning engines are used to filter emails received into (but not sent using) mailboxes. We cannot guarantee that the service and emails received will be free from viruses or other harmful content. We do not accept liability for any damage caused to your computer systems, network, business or reputation because of an undetected virus that passes through the service.
The service comprises a spam filtering service that aims to detect and delete up to most of the spam emails. By using the service, you acknowledge and agree that not all spam will be successfully identified and may pass to your computer systems or network.
You acknowledge and agree that by default the virus and spam filtering services do not incorporate an area for temporary safe storage of quarantined emails. All emails considered by the virus filter to contain viruses or other harmful content or by the spam filter as being spam will be irretrievably deleted immediately upon being identified as such. Neither you nor the sender of the email will receive any message that the email has been deleted. You acknowledge and agree that by attempting to identify spam, potential viruses, and other harmful content, the service may identify and delete false positives whereby emails that you would have deemed to be legitimate may be deleted. We shall not be liable for any loss or damage caused to your business by the deletion of any email.
Outbound emails sent from a mailbox shall not be scanned by the spam or virus filtering services. You acknowledge and agree that you are solely responsible for any loss or damage caused to you or any third party as a result of or in connection with any outgoing email being sent by you.
We shall not be liable for any loss or corruption of emails sent or received using the service.
We may suspend the provision of the whole or part of the service in respect of any or all mailboxes or terminate the agreement without liability to you upon serving written notice on you at any time, which will unless otherwise stated be of immediate effect:
If you commit any breach of any term of the agreement (or in the case of any breach capable of remedy you do not remedy such breach within 3 days of the date of our written notice to do so);
If you have a bankruptcy order made against you or any proceedings are threatened or commenced relating to your insolvency, or you are unable to pay your debts as they fall due, or you cease to trade or do or suffer to be done anything which is indicative of your insolvency; If you provide, or if we discover that you have provided, us with misleading or inaccurate information. If we are directed by any competent authority to cease the provision of the service or any part of it.
Upon termination of the agreement for any reason:
The office 365 subscription is an annual contract between Microsoft and CSS. [Company Name] would be liable to pay CSS the outstanding cost of the annual contract or continue to pay CSS the monthly
mailbox fee until the end of the 12-month period. CSS will cooperate fully with the transfer of the office 365 account if necessary, at the relevant time.
Note that if the contract remains with CSS a third party would be able to offer total support for Microsoft 365.
If you choose to move away from Microsoft office 365 it is your responsibility to remove all Microsoft office 365 software and transfer emails stored on the server before the date of termination and to arrange for any incoming and outgoing emails to be directed to an appropriate server. We shall not be liable for loss or damage suffered by you in connection with any failure by you to comply with this clause.
You acknowledge and agree that once deleted, emails cannot be retrieved by you or us from the server.
If you terminate the agreement, we shall be under no obligation to make any refund of sums paid in advance, or a portion thereof, for any aspect of the service prior to the date of termination. We will refund any fees paid by you for the service in respect of any period falling after the date of termination. If CSS terminate the agreement for any reason, we shall refund any fees paid by you for the service in respect of any period falling after the date of termination.
You acknowledge and agree that:
It is your responsibility to ensure that the facilities and functions of the service meet your requirements. We shall not be liable for any failure of the service to provide any facility or function not specified by us.
Email communication and software, in general, are not error-free and you agree that the existence of such errors shall not constitute a breach of the agreement.
No warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, merchantability or fitness for purpose of the service is given or assumed by us and all such warranties, conditions, undertakings, and terms are hereby excluded to the fullest extent permitted by law.
Nothing in the agreement shall exclude or restrict our liability for fraudulent misrepresentation or for personal injury or death resulting from our negligence or the negligence of our employees while acting within the course of their employment.
You acknowledge and agree that we have no control over, and we exclude all liability for loss or damage to or caused by, material stored on the server.
You agree that your and your employees’, agents’ and sub-contractors’ use of the service will not violate any law, regulation or treaties and that such use will not infringe the rights of any third party (including but not limited to intellectual property rights) or breach any obligation owed by you to a third party.
You shall indemnify and hold us harmless against all claims, liabilities, losses, damages, costs, and expenses incurred or suffered by us as a result of your business activities (including, but not limited to claims in respect of defamation, breach of copyright or other intellectual property right infringement).
Subject to the terms of the agreement we shall treat all information supplied by you under the agreement as confidential. Subject to the terms of the agreement, we shall not divulge any of your confidential information to any person except to our own employees who need to know the same and our auditors and professional advisors and other persons or bodies having a right, duty or obligation to know the same. We shall ensure that all such persons and bodies are aware of the provisions of this clause.
You shall not be entitled to assign, transfer, sub-license, charge or otherwise deal with the agreement in whole or in part or with any of the rights or obligations contained herein without our prior written consent. We shall be free to assign the agreement and to sub-contract our obligations in the agreement with 30 days’ notice subject to your business requirements and our ability to provide a continuous service.
The agreement and the service are personal to you and you may not permit any third party other than employees, agents, and sub-contractors authorised by you to use the service or any other rights granted by the agreement without our prior written consent.
All intellectual property rights in and title to the service shall remain with us and/or our licensors and no interest or ownership therein is conveyed to you under this agreement. No right to modify, adapt or translate the service or create derivative works therefrom is granted to you. Nothing in this agreement shall be construed to mean, by inference or otherwise, that you have any right to use any of our trade or service marks or to obtain source codes for the software comprised within the service.
For the purposes of this service agreement, ‘Force Majeure’ shall mean any circumstances or events beyond our reasonable control including but not limited to, an act of God, war, act of terrorism, riot, trade embargo, strike, lock-out, trade dispute, breakdown of plant or machinery, difficulty or increased expense in finding workmen, materials or transport, accident, fire, flood, storm, any order of local or national government or international authority or any other circumstances affecting the performance of the obligations set out in the service agreement. We shall not be deemed to be in breach of the service agreement or otherwise liable to you by reason of delay in the performance or non-performance of any of our obligations under this service agreement when such delay or non-performance is due to Force Majeure, and we have notified you of such an event. In this instance, the time for performance of our obligations shall be extended accordingly.
Supply of Services
Cloud Smart Solutions Ltd will at all times use reasonable skill and care to supply our services, however, we do not guarantee that our services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with our services will be complete, accurate, secure, up to date, received or delivered correctly or at all, or that particular results will be achieved or that any results will be accurate or reliable. We may have to suspend certain services for repair, maintenance or improvement. If so, we will endeavour to keep customers informed and restore the services as quickly as is reasonably possible.
Cloud Smart Solutions Ltd shall not be liable for any business interruption or any indirect or consequential loss or damage whether suffered by you or your business. In no event, including our own negligence, will we be liable for any economic losses including without limit, loss of revenues, profits, contracts, business or anticipated savings, loss of goodwill or reputation. Our liability shall be solely limited to the rectification of the service as detailed in this agreement. We shall also have no liability to you for any losses incurred or damage to equipment or corruption or loss of data. In no event may you bring any claim against us more than 12 months after you knew of (or ought reasonably to have discovered) the event(s) giving rise to the potential liability. We have no liability for any third-party goods and services or towards third parties whatsoever.
It is your sole responsibility as the Customer to ensure that all consents and licenses are obtained and maintained in respect of any hardware or software you request CSS staff to support. It is your sole responsibility as the Customer to maintain secure copies and backups of all data and information prior to commencement of works. CSS will not be liable for the information and or data loss which may occur as a result of CSS staff performing their duties. CSS will undertake an annual audit, for both hardware and software, as part of this service agreement.
Where you have a valid claim against us which is based on any defects in the quality or condition of our work, we will be entitled to take remedial action to replace our work, or the part in question, free of charge or at our discretion refund to you the cost of the work (either full or a proportionate part of the cost which shall be agreed fair and reasonable). In doing so we shall have no further liability to you.
You may cancel your support Service Agreement at any time by writing to us at:
Cloud Smart Solutions Ltd.
The cancellation notice period will be 30 days* by either party. Refunds will not be given for partial months following the cancellation of the Service Agreement.
*Office 365 is subject to a 12-month contract commencing on the 1st of July each year.