Terms & Conditions
Words and expressions that appear in these terms and conditions shall have the following meanings: -
"Silicon City" ("we", "us", "our") means Silicon City, a partnership trading as Silicon City whose office address is 50 Temple Avenue, London, N20 9EH.
"User" means the user on the Customer's internal network within the specified premises.
"Service Provider" means any authorised third party who Silicon City designates as the provider of the Services.
"Account" means the record of all charges due from a customer.
"Agreement" means the agreement between Silicon City and the Customer in respect of the services incorporating these terms and conditions.
"Customer" (You) means the party named as such on the Customer Order Form to Whom Silicon City agrees to provide services and by whom charges are payable.
"Customer Order Form" means Silicon City's current customer order form signed and accepted by the Customer and as amended from time to time.
"Order" or interchangeably "Purchase Order" means a customer's order for services made on a Customer Order Form or otherwise notified to Silicon City by the customer.
"Services" means those services provided by Silicon City to the customer as set out in one or more Customer Order Forms for that customer or otherwise notified in writing by Silicon City to the customer from time to time.
"On-site" means the customerís premises or a location designated by the customer as a location for the services to be undertaken.
"System" means the specified services, configuration, hardware or software as specified on the Customer Order Form.
"Network" means the Customer's personal computers connected to each other forming a local area network (LAN) installed at the Customer's site.
2. PROVISION OF SERVICES
Technical Support and maintenance services
2.1. Silicon City shall supply technical support services to the Customer for the Customer's Network or Systems at the address specified on the Customer Order Form and with the specifications laid out in the quotation and Purchase Order.
2.2. Silicon City shall use all reasonable endeavours to respond to and resolve any technical issues that may arise on the Customer's Network or with their systems as applicable within the agreed response times.
2.3. Silicon City or a designated Service Provider will provide our Services.
2.4. Response times are estimates and may vary according to the remoteness or accessibility of the Customerís location, the severity of the problem and the availability of engineering resources.
2.5. Services may be provided on-site, via email, internet, over the telephone, through remote access methods and tools where possible and at the Customer's Location where appropriate (please note that additional charges will apply where remote access support or an on-site visit is required).
2.6. Unless explicitly stated on the Order, the following are not covered under our Support Services: system rebuilds or reinstallations, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in our assessment, electrical environment, transfer of data or Software, virus scanning or cleaning, anti-virus updating, data backups.
2.7. We may from time to time advise the Customer on issues that need to be addressed, to ensure the Network or Systems remain operational and/or continue functioning optimally, and the best way to implement our recommendations. Note that the Customer in the process of implementing these recommendations may incur other charges, however, We will endeavour to notify the Customer of these charges prior to undertaking any work and will generally only do so if and when authorised to do so by the Customer. If however, the Customer cannot be reached for authorisation/verification, at their normal place of work, then We reserve the right to proceed without the Customerís explicit consent if We believe that it is in the best interests of the Customer for us to do so.
2.8. Silicon City may perform a check-up after receipt of an Order from the Customer for Network Support services prior to commencement of the Service. In the event that Silicon City does carry out a check-up, it will attempt to identify existing technical issues and may advise the Customer of these issues and any additional steps and/or any expenditure that may be required to resolve them. At no time will this imply that Silicon City has an obligation to either carry out a check-up, provide the customer with any information pertaining or relating to the check-up nor make any recommendations based on information gathered from any check up that may have been carried out.
2.9. Our standard office hours are 9am to 5:30pm, Monday to Friday excluding bank/public holidays. In addition, we may reduce support cover or close our offices in order to provide technical staff training or to carry out essential maintenance work.
2.10. All faults reported to us and logged after 5:30pm on a normal working day will be treated as having been logged at 9am on the following working day.
2.11. All faults reported to us and logged later than 4pm on a normal working day, that require an engineer to visit the Customerís site in order to troubleshoot and/or resolve the problem, will be treated as having been logged at 9am on the following working day. We will however endeavour to provide an engineer on the same day.
Network installation and other installation services
2.12. Silicon City shall supply Network or System installation services to the Customer at the address specified on the Customer Order Form and with the specifications laid out in the quote and Purchase Order.
2.13. Network or System installation Services will be provided by Silicon City or Service Provider.
2.14. All installation times and dates given are estimates and will vary according to the remoteness or accessibility of the Customerís location, the complexity of the installation or the constituent products, the severity of any problems that may arise during the installation, delays arising as a result of late third party deliveries, delays arising as a result of the Customer limiting or restricting access to their premises to specific times of the day (or specific days), delays arising as a result of unforeseen product incompatibilities, delays arising due to non-availability of required services or products (e.g. telephone lines), and the availability of engineering resources.
All third party product/service supply and sourcing (Delivery/Title/Risk)
2.15. Any delivery period communicated to the Customer for third party products or services or for any of our services that are dependent on third party products or services is approximate and based on estimates provided by the third party supplier.
2.16. Delivery by instalments may be made.
2.17. The place of delivery is as stated on the Order.
2.18. Title (Ownership) to all Products and Services supplied by Silicon City passes to the Customer on receipt of full payment and until then the Customer must insure and store our goods separately and may not modify, pledge or sell them. Silicon City may enter the Customerís site or storage premises to repossess the goods. Should you sell them before title passes, you will become Silicon City's agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. Silicon City may sue for the price before title passes. If you refuse delivery without our agreement, you must pay our expenses or loss resulting from that refusal, including storage costs, until you accept delivery.
2.19. All third party services purchased by the customer are subject to our standard automatic renewal policy (please see clause on Automatic Renewal of Services) except where the terms of the third party provider of that service (Service Provider) require a cancellation notice in excess of the cancellation notice required by our standard Automatic Renewal of services policy.
General (applicable to all services)
2.20. Silicon City agrees to provide services to the Customer under the terms and conditions of this agreement once Silicon City has accepted the Customer's Order. Silicon City will have accepted the Order when the conditions for accepting an order have been met (as indicated on the Purchase Order) and when Silicon City first provides the services to the Customer.
2.21. Silicon City may treat each of the Services provided by Silicon City to the Customer as being covered by separate agreements (under these terms and conditions) between Silicon City and the Customer for the provisions of those particular services. These terms and conditions will continue to apply to any remaining or new services provided notwithstanding the non-availability, suspension or termination of any of the individual services, unless Silicon City advises the Customer otherwise in writing.
2.22. The minimum period for the services is as specified in Silicon City's Customer Order Form and agreed in a specific Order placed by the Customer on Silicon City's Customer Order Form or 12 months if a minimum period is not specified on the Customer Order Form. This is only applicable to Services that are provided over a period of time for example annual support services.
2.23. Automatic Renewal of Services: The Customer is required to provide Silicon City with a cancellation notice of no less than one (1) month before the end of the Customer's existing service contract failing which, the Customer will be deemed to have renewed the service at the current rate applicable to that product or service. The Customer will also be deemed to have accepted the latest terms and conditions prevailing at the date and time of the automatic renewal.
2.24. All support for 3rd Party Products or Services, whether sourced through Silicon City or elsewhere, will be based on the manufacturerís or licensorís warranties and/or guarantees.
2.25. Silicon City does not offer any guarantees as to the security, safety or protection of the Customerís electronic or other communications (including electronic mail and Internet access) or System. This responsibility lies solely with the Customer.
2.26. Silicon City is not responsible for maintaining, nor does it offer any guarantees as to the security, safety or protection of, the Customer's premises, cabling, hardware, data and backup of any data.
2.27. Silicon City does not offer any guarantees that it will be able to resolve all technical faults that arise with the Customerís Systems or Network.
2.28. Silicon City is not responsible for the installation of nor the maintenance of any additional software, hardware, services or other components, that may or may not be required, unless agreed to in advance and in writing between Silicon City and the Customer prior to the installation of any of these components.
2.29. Silicon City shall not be responsible for any issues that arise due to the addition of components to the Customer's Network including new software installations, hardware installations, cabling and any other installations without prior written notification to and consent of Silicon City.
2.30. Silicon City reserves the right to delay the provision of any Service, System, Network, product or component of any Service, System, Network, or product in general, if it believes that doing so will provide a more efficient or reliable or cost effective Service, System, Network or product and ultimately a better service to the customer. Where there is a choice between partial fulfilment/provision of and delayed but complete fulfilment/provision of a Service, System, Network or product, Silicon Cityís decision will be final.
2.31. Silicon City reserves the right to charge the Customer an additional amount (over the originally agreed amount) to cover any additional costs incurred by Silicon City arising due to or as a result of scheduling changes made by the Customer, non-availability of the Customer or any of the Customerís members of staff who are required to be available or present at an agreed time or place, the Customer limiting or restricting access to their premises to specific times of the the day (or specific days) and/or delays arising due to non-availability of required services or products or other resources (e.g. telephone lines) that are supposed to be provided or made available by the Customer unless this has been explicitly agreed to, in writing, prior to the work commencing.
2.32. Where a product or service has been discontinued or stock is no longer available at the time Silicon City initiates purchasing of the product or service in question, Silicon City reserves the right to cancel the order even if the order was previously accepted, by notifying the Customer of our intention to do so and refunding to the Customer the amount paid - within 2 weeks of the notification. If a close alternative to the product or service in question exists i.e. one that will provide technical functionality similar to the product or service in question, then we will advise the customer of this. In the event that we are unable to contact the Customer for authorisation to purchase a substitute and we believe it to be in the best interests of the Customer that we do so, then we will do so. We will of course always endeavour to find the exact product or service in question and will always attempt to contact the customer for authorisation prior to purchasing a substitute.
2.33. Silicon City reserves the right to stop providing support for any products or services whose sales have been discontinued or where the manufacturer ceases to provide support for that product or service for whatever reason including liquidation. We may, at our sole discretion, choose to continue providing support on a best-efforts basis for any discontinued products, or for products that are no longer supported by their manufacturers. We may however require that the Customer pay a charge in addition to the standard support already purchased from us, for our continuing support of this product.
3. THE CUSTOMER'S OBLIGATIONS
The Customer shall at all times throughout this agreement:
3.1.1. Comply with any reasonable directions or instructions issued from time to time by Silicon City in connection with the Services being provided by Silicon City.
3.1.2. Ensure that they do not perform any actions that are defamatory and which may be likely to bring the Services or Silicon City into disrepute or which may be prejudicial to Silicon City's present and future commercial interests.
3.1.3. Ensure that they do not use the Services provided by Silicon City in a manner that will or may constitute a criminal act.
3.1.4. Provide to Silicon City such assistance and/or information in a timely manner as may be required by Silicon City to fulfil its obligations under the terms of this agreement.
3.1.5. Pay Silicon City's charges under this Agreement on or before the due date for payment without set off, deduction, counterclaim or abatement.
3.1.6. Ensure that prior to any work being carried out on the Customerís behalf by Silicon City, the Customer will have backed up all of their data onto removable media, verified that the data has indeed been successfully backed up (by running a test restoration of the same data) and stored the data in a safe location (preferably offsite). This is notwithstanding any commitment that any representative of Silicon City may have made to the Customer to back up the data on their behalf. Should the Customer wish or require Silicon City to undertake to perform backups on their behalf, then the Customer will have to purchase an additional service (referred to as Backup Services in this document. Note that the Backup Services may be referred to differently in other documents) and pay an additional charge. The Backup Services are covered by a separate written agreement between the Customer and Silicon City. The agreement covering the Backup Services is valid only if authorised by a valid signature by one or more of Silicon Cityís directors and subject to receipt of full payment for the service prior to the work being performed.
3.1.7. The Customer shall indemnify and hold harmless Silicon City against all liabilities, claims, damages, losses, costs and proceedings howsoever arising from or in any way connected with the use of the Services provided by Silicon City to the Customer under this Agreement.
3.1.8. The Customer may not disclose any ideas, development work, prototypes, products, services, pricing or other material produced or made available by Silicon City without the prior written consent of Silicon City's director/s.
3.1.9. The Customer, either directly or through another party, may not make any offer of employment nor offer any inducements, to any representative ("the representative") of Silicon City, be they current employees (or have been employed by Silicon City within 12 months prior to the Customerís offer), external consultants, subcontractors or other parties, that would harm Silicon Cityís commercial interests, cause loss of earnings, or create possible conflicts between Silicon City and its representative without the prior written consent of Silicon Cityís director/s. In the event that the Customer wishes to make such an offer (or has made an offer), a fee will become payable by the Customer to Silicon City. The fee payable by the customer to Silicon City is dependent on the value placed by Silicon City on the representative in question and will be decided upon by Silicon Cityís director/s at the time of the aforementioned event but, is subject to a minimum of 40% of the total gross remuneration of the representative during the 12 months prior to the customerís offer.
3.1.10. The Customer accepts full responsibility for the choice of Products or Services purchased from Silicon City and its suitability for the intended purpose or use.
3.1.11. Provide Silicon City and its representatives with all reasonable courtesy, information, cooperation, facilities and access to enable Silicon City to perform its duties, failing which Silicon City shall not be obliged to perform any service or provide assistance.
4.1. The Customer shall make payment of such charges for services supplied as detailed in the Customer Order Form or invoice subject to the payment terms stipulated in the Customer Order Form or invoice.
4.2. The Customer, subject to receipt of a payment request verbal or otherwise, shall pay the full amount by the due date stated.
4.3. Charges shall be due by the date specified in the Customer Order Form or invoice submitted to the Customer by Silicon City with regards to the provision of the Services specified in these terms of agreement. If any amount payable by the Customer is not received by the due date for payment, Silicon City shall be entitled to suspend the Services and charge interest on the amount overdue at the rate of 10% above the base rate for the time being of Midland Bank plc from the due date of payment until the date of actual payment and to recover from the Customer all costs and expenses incurred in attempting to obtain payment from the Customer.
4.4. If a Customer disputes any charges shown on an invoice, notice of such dispute must be sent to Silicon City, in writing, within 5 days of the date of the invoice, failing which the Customer shall be deemed to have accepted the correctness of the invoice.
4.5. In the event that work is postponed or cancelled, Silicon City shall bill the Customer for all work completed and expenses incurred up till the termination or postponement or cancellation of the order. If additional payment is due, this shall be payable within the amount of time stipulated on the customer order form. In the event of cancellation, the Customer shall also pay any expenses, which are incurred by Silicon City as a result of the premature termination. The Customer shall assume responsibility for all collection of legal fees necessitated by default in payment.
5.1. Silicon City does not exclude or restrict any liability to the Customer for death or personal injury attributable to its own negligence as a result of deliberate misconduct of that of its employees.
5.2. Silicon City shall exercise reasonable skill and care in the provision of the Services.
5.3. Except as expressly stated otherwise in this Agreement, in relation to the provision of Services, Silicon City shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms, representations and undertaking, express or implied (whether they are implied by statute, common law or in any other way) are excluded.
5.4. Silicon City shall not be liable for any direct, indirect or consequential losses to data, damage or expenses suffered by the Customer including (but not limited to) loss of anticipated profits or savings, goodwill, business contracts or losses resulting from third party claims.
5.5. Silicon City shall not be liable for any direct, indirect or consequential losses incurred by the customer as a result of data loss, failure of third party hardware and software or services unless specifically agreed to in writing in advance between Silicon Cityís director/s and the customer.
5.6. Silicon City shall not be liable for any damage remedied by Silicon City within reasonable time.
5.7. Silicon City shall not be liable for any loss avoidable by you through reasonable conduct, including backing up all data and following Silicon City's reasonable advice generally
5.8. Silicon City shall not be liable for damage caused by third party products or services.
5.9. Silicon City shall not be liable for all items excluded from the Warranty (where applicable) or by Force Majeure.
6.1. Any work that the Customer wishes Silicon City to carry out which is not specified in the quote or order form will be considered an additional service. Such Work shall require a separate Agreement and payment separate from that covered by this Agreement. Any additional work requested by the Customer, of a visiting Engineer, during the fulfilment of another order will be deemed to be a request by the Customer for the provision of that service and that additional work, and if accepted by the visiting engineer, will be billed separately to the customer at the rate prevailing at the time of the request.
6.2. Silicon City shall address all bills and serve any notices on the Customer pursuant to this agreement in writing either by post to the address set out on the Customer Order Form, or if the Customer has informed Silicon City in writing, of any change of address (the "New Address"), to the New Address or by facsimile to the facsimile number set out on the Customer Order Form, or if the Customer has informed Silicon City in writing of any change of facsimile number, to the new facsimile number or by electronic mail ("email") to the electronic mail address set out on the Customer Order Form, or if the Customer has informed Silicon City in writing of any change of electronic mail address, to the new electronic mail address.
6.3. The Customer shall serve any notices on Silicon City pursuant to this agreement in writing either by post to Silicon City, 156 Blackfriars Road, London, SE1 8EN, UK, or if Silicon City has informed the Customer of any change of address (the "New Address"), to the New Address or by facsimile to +44 (0)207 691 7140, or if Silicon City has informed the Customer of any change of facsimile number, to the new facsimile number or by electronic mail ("e-mail") to firstname.lastname@example.org, or if Silicon City has informed the Customer of any change of electronic mail address, to the new electronic mail address.
6.4. If the Customer registers a limited company or partnership and ownership of the Customerís company is transferred to this limited company or partnership or any other legal entity then these terms and conditions will apply to the limited company, partnership or other legal entity as well.
6.5. All documents dispatched by Silicon City to the Customer shall be deemed served 48 hours after posting or, in the case of transmission by facsimile or electronic mail, 4 hours after the time of dispatch.
6.6. We may occasionally monitor and/or record communications (including phone calls and emails) between the Customer and us, to ensure that we are meeting our service standards.
6.7. Failure by Silicon City to exercise any of its rights under these Terms and Conditions shall not be a waiver or forfeiture of such rights. No express or implied waiver by Silicon City shall be construed as a continuing waiver, nor shall it prevent Silicon City from acting upon that or any subsequent breach or from enforcing any term or condition. No concession granted by Silicon City to the Customer shall operate as a waiver or forfeiture nor shall it prejudice exercise of Silicon City's rights (whether or not the customer shall have acted upon the same or shall have received any prior notice withdrawing such concession).
6.8. We may change these Terms and Conditions at any time by telling you about the change. We will tell you about any changes in one or more of the following ways: advertising in the press; posting a notice on one or more pages on our website; emailing, faxing and/or posting a notice along with other communications sent to You; emailing, faxing and/or posting a separate written notice. Changes will happen at least 10 days after we tell you about them, apart from changes in prices which may apply immediately. We may make changes to take account of market conditions, changes in the cost of providing this service to you, changes or anticipated changes in legal or other requirements affecting us, any systems or product development or the introduction of new products or services, or any other good reason.
6.9. These Terms and Conditions shall override any previous terms and conditions stipulated by the Customer or Silicon City.
6.10. No variation of these Terms and Conditions shall be effective unless agreed to in writing by Silicon City.
6.11. These Terms and Conditions are governed by English Law and English courts shall have exclusive jurisdiction as regards any dispute arising out of the same.
Silicon City is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier, transport or production problems, exchange fluctuations, governmental or regulatory action and natural disasters.