Workplace IT Technologies Limited

Master Agreement
Last Revision: May 2021 (Version 1.1)

PARTIES:   

1 Workplace IT Technologies Limited, registered office: Tauntfield House, South Road, Taunton, Somerset. TA1 3ND (Workplace IT). Company Registration Number: 12030414

2 “The Client” as shown and documented on the Order     

3 Workplace IT agrees to provide products and services, and the Client agrees to pay the fees and amounts set out in the Order and each party undertakes the mutual obligations described in this Agreement and in any attached service specific agreement.  Each such service specific agreement (together with the relevant definitions) shall be treated as a separate Agreement and shall be incorporated herein. In the event of conflict between the terms and condition of an Order or any service specific agreement and this Agreement, the terms and conditions of this Agreement shall prevail followed by the service specific agreement and the Order.     

4  Following satisfactory supply and installation of the Hardware, Software and/or Service in accordance with condition 3 and any replacement Hardware, Software and/or Service the Client agrees to the completion of the order following confirmation from Workplace IT.

Terms & Conditions   

1 DEFINITIONS APPLICABLE GENERALLY   

All definitions apply only if the context does not require otherwise.   

“Agreement”    means this agreement constituted by the relevant section or sections of these terms and conditions and incorporates any service specific agreements attached hereto; 

“General Conditions”  means conditions 2 to 28 of these terms and conditions;    

“Hardware”      means the computer / IT hardware equipment identified in the Order; 

“Software”      means the computer programmes and licences for which the client is only licensed to use identified in the order; 

“Licensor”      means the manufacturer / vendor of the Software; 

“Initial Period”      means the Initial period detailed in the Order; 

“Order”     means the Signed Quotation from WORKPLACE IT to the Client,

“Sign Off Date”   

means the date the WORKPLACE IT confirms by Email or in writing to the Client that the project has been completed and/or hardware and software have been supplied; 

“Location”   

means that part of the Client’s premises where the Hardware and the Software is to be installed and operated; 

 “Subsequent Period”   

means a further period or periods of the same duration as the Initial Period and applies where the Initial Period is automatically extended in accordance with the provisions of condition 9.2 

“User” means any person that has the Client’s permission to access the Hardware and/or the Software.      

The following expressions are defined in the following conditions and sections: 

“Event of Default”                     Condition 17    

“Event of Insolvency”                Condition 17    

“Event of Force Majeure”          Condition 19   

THE GENERAL CONDITIONS APPLICABLE TO THE MASTER AGREEMENT   

2 Access to the Location   

The Client shall allow WORKPLACE IT, its employees, agents and sub-contractors reasonable access to the Client’s premises to allow WORKPLACE IT to perform its contractual obligations.   

3 Overall Installation   

3.1 WORKPLACE IT will install and commission the Hardware, Software, Service or Services as specified in the Order.   

3.2 WORKPLACE IT will inform the Client when installation and commissioning of the Hardware, Software, Service or Services as specified in the Order is completed and shall give the Client an opportunity to verify the same.  The Client shall accept (and in default shall be deemed to accept) the Service or Services on the date or dates when WORKPLACE IT certifies to the Client that the Service or Services has been installed and commissioned.   

4 Delivery Dates   

4.1 WORKPLACE IT will use its reasonable endeavours to meet any estimated delivery installation and commissioning dates but time shall not be of the essence in relation to such dates.  The Client will accept delivery on the actual delivery date, paying WORKPLACE IT’s storage charges if it refuses delivery without lawful or reasonable justification.   

4.2 WORKPLACE IT shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Client to refuse to accept any delivery or performance of or repudiate the Agreement   

4.3 WORKPLACE IT reserves the right to make improvements, substitutions and modifications in the specification of any item or items of Hardware and/or the Software, provided that such improvements, substitutions or modifications will not materially adversely affect the performance of such Hardware and/or Software. 

5 Times for Hardware Maintenance and Software support 

5.1 Curative maintenance and Software support will be provided upon request between the hours of 9am and 5.30pm Monday to Friday (excluding UK bank and other public holidays).  WORKPLACE IT will use its reasonable endeavours to respond to a request for curative maintenance within 24 working hours or the response times shown separately in a current service level agreement and to undertake the curative maintenance as soon as practicable thereafter.   

5.2 Mandatory engineering changes will be provided at times agreed between WORKPLACE IT and the Client.   

5.3 WORKPLACE IT shall have no obligation to provide Hardware Maintenance and/or Software Support outside the hours specified in condition 5.1 unless otherwise specified in the Order or a separate, current service level agreement.

6 Client’s Obligations

6.1 The Client will provide WORKPLACE IT, its employees, agents and sub-contractors:   

6.1.1 in order to allow WORKPLACE IT to perform the Installation and provision of the service or services as specified in the Order;

(a) with access to all parts of the Client’s premises reasonably required by WORKPLACE IT;

(b) with all facilities reasonably requested at the Client’s premises by WORKPLACE IT

(c) with full, clear access to the Hardware and the software and all relevant documentation and other information;

(d) and in particular will maintain in operational condition remote diagnostic Software installed from time to time by WORKPLACE IT; 

(e) maintain current and paid for third party warranties with hardware and software to enable Workplace IT to carry out additional diagnostics;

6.1.2 with proper health and safety cover by taking all reasonable precautions to protect them whilst on the Client’s premises.   

6.2 It is the responsibility of the Client to maintain the integrity of its data and to ensure that proper and appropriate back-ups are retained.  WORKPLACE IT is not responsible for the correction or restoration of any data howsoever lost, corrupted or damaged. 

6.3 WORKPLACE IT shall not be liable for any delay or failure to perform the Services to the extent that these are due to or caused by:

(a)  the Client’s failure to perform any of its obligations set out in this Agreement; or

(b) WORKPLACE IT following or adhering to any instruction of the Client or its officers or employees.

 6.4  The Client shall be liable for any additional costs or expenses incurred by WORKPLACE IT in performing the Services to the extent that these are due to the Client’s failure to perform any of its obligations set out in this Agreement.  

7 WORKPLACE IT’s Hardware Maintenance and Software Support Warranty   

7.1 WORKPLACE IT warrants and undertakes:-

(a) to perform the Installation and provide the service or services as specified in the Order with reasonable care and skill and within a reasonable time of the Client’s request.

(b) that any replacement parts will be of merchantable quality and reasonably fit for their purpose.  Without prejudice to the above warranty WORKPLACE IT reserves the right to supply second-hand or reconditioned replacement parts with the clients authority.

7.2 WORKPLACE IT does not warrant that the Installation and provision of the Service or Services as specified in the Order will cause the Hardware or the Software to operate without interruption or error.  WORKPLACE IT’s warranty under condition 7.1 shall be in lieu of and shall operate to exclude any other condition or warranty whether express or implied by law as to the Installation and provision of the Service or Services as specified in the Order. 

8 Client’s Warranty   

8.1 The Client warrants and undertakes that it has full authority to permit WORKPLACE IT to perform the Installation and provision of the Service or Services as specified in the Order.  

 8.2 The Client undertakes to indemnify WORKPLACE IT in full against any loss or damage which it suffers as a result of a breach of condition 8.1   

9 Duration of Products and Services    

9.1 The provision of the products and services by WORKPLACE IT shall commence on the installation date of the Service or Services and will remain in force for the term(s) set out in the Order, if the term not specified, this Agreement shall automatically renew each calendar month for one calendar month unless one (1) calendar months written notice is given, prior to the end of the Initial Period or any Subsequent Period, by the Client to WORKPLACE IT, or by WORKPLACE IT to the Client.   

9.2 The provision of any other products and services by WORKPLACE IT shall commence on the commencement date detailed in the Order and will remain in force for an Initial Period of one calendar month unless stated otherwise in the Order and will automatically renew for a Subsequent Period of one calendar month unless one calendar months written notice is given, prior to the end of the Initial Period or any Subsequent Period, by the Client to WORKPLACE IT, or by WORKPLACE IT to the Client. 

9.3 Unless service levels are not meet, any other early termination of this agreement, for whatever reason, unless otherwise specifically agreed with the directors of Workplace IT, will be subject to full payment of remaining Initial Term or Subsequent Period of this Agreement and all unpaid invoices.

10 Payments, VAT and Late Payment   

10.1 Unless otherwise stated in the Order, any payments that become payable by the Client under this Agreement shall be payable as follows:

1. Hardware and Software On Order
2. Professional Services On delivery or agreed project stage dates
3. IT Support Monthly in advance
4. Managed Services Monthly in advance

10.2 All prices are quoted exclusive of UK value added tax at the prevailing rate.

10.3 WORKPLACE IT reserves the right to charge the Client interest (after or before any judgement) in respect of any late payments at 5% per annum above the base rate from time to time of Barclays Bank PLC, from the Due Date until the date of actual payment. 

11 Order Form   

11.1 WORKPLACE IT shall not be bound by the Order Form until the Order has been signed by the Client and returned to and accepted by Workplace IT.   

11.2 No Order which has been accepted by Workplace IT may be cancelled by the Client except with the agreement in writing by a Director of Workplace IT and on terms that the Client shall indemnify Workplace IT in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), supplier re-stocking fees, damages, charges and expenses incurred by Workplace IT both up to the time and as a result of cancellation.   

11.3 The Client shall be responsible to Workplace IT for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Client, and for giving Workplace IT any necessary information relating to the Goods and/or Services within sufficient time to enable Workplace IT to perform the Contract in accordance with its terms.  The Client shall indemnify Workplace IT against any loss (including any loss of profit), costs, damages, charges, suppler restocking fees and expenses incurred by the Workplace IT as a result of any failure by the Client to comply with the terms of this sub-clause 11.3. 

11.4 WORKPLACE IT shall be entitled to vary the said fee not more than once in each successive period of twelve months upon giving not less than 90 prior days written notice of fee variation to the Client. The fee variation described in this clause shall take effect 90 days after the date of the written notice.

12 Supply   

Any Hardware component Software or Documentation supplied by WORKPLACE IT by way of an addition to or replacement for any of such goods supplied under the Order shall be deemed to form part of such goods upon such supply.   

13 Warranties, indemnities and limitations   

13.1 WORKPLACE IT will indemnify the Client against liability for death or personal injury and subject to the limit in condition 13.6, direct damage to property to the extent caused by the wilful negligent acts or omissions of WORKPLACE IT, its sub-contractors or agents whilst on the Client’s property.   

13.2 The only warranties supplied by WORKPLACE IT in respect of Hardware or Software shall be those offered by the manufacturer of the Hardware, software or by the Licensor.   

13.3 WORKPLACE IT warranties under condition 13.2 shall be in lieu of and shall operate to exclude any other condition or warranty whether express or implied by law except as to title to the Hardware or to the Software.  The Agreements are not agreements for sale by sample even if the Client has been lent any equipment or computer programs for evaluation.   

13.4 The only warranties, guaranties or service level agreements supplied by WORKPLACE IT in respect of any service provided shall be those offered by the provider of that service to WORKPLACE IT.     

13.5 WORKPLACE IT shall have no liability for:   

13.5.1 any faults in the Hardware or the Software in respect of which a patch, fix or update has not been issued by the manufacturer of the Hardware, Software and/or the Licensor;   

13.5.2 any faults in the Hardware or the Software due to inconsistency in the power supplied;   

13.5.3 attack by any virus or malicious code which the installation of virus and or IT security software current at the time of attack would not have prevented;   

13.5.4 any suspension or restriction of any of the services provided by WORKPLACE IT resulting from emergency repairs, maintenance or improvements;   

13.5.5 any suspension or restriction of Services provided by WORKPLACE IT resulting from WORKPLACE IT’s suppliers suspending or restricting their services to WORKPLACE IT unless such suspension or restriction arises as a result of some act or omission of WORKPLACE IT   

13.6 Save for claims for death or personal injury WORKPLACE IT’s maximum liability to the Client under the Agreement or otherwise for any cause whatsoever (whether in the form of additional costs of remedial services or otherwise) or for direct costs and damages only and will be limited to: 

 13.6.1 £100,000.00 (One Hundred Thousand UK Pounds); 

The Client shall indemnify WORKPLACE IT in respect of:-   

13.6.2 Direct physical damage to the Hardware or the Software on the Client’s premises unless directly attributable to negligence by WORKPLACE IT or its servants or agents.  

13.6.3 Except for direct physical injury to or death of any of WORKPLACE IT’s servants or agents resulting from the negligence of the Client or its agents or servants, the Client’s liability for such direct physical damage is limited to £100,000.00 (One Hundred Thousand UK Pounds) or the gross value of the order (which ever is the greater).

13.7 In no event shall WORKPLACE IT or their authorised agents be liable in any circumstances for any loss of profits or contracts or for any indirect or consequential loss or damage suffered by the Client howsoever arising.     

14. Intellectual Property Rights   

14.1 The Supplier or its licensor is the owner or licensee of all intellectual property rights in the Software.   

14.2 Neither the Agreement nor any licence or sub-licence granted under the Agreement shall be construed to convey or transfer any ownership or proprietary interest in any intellectual property rights in the Software to any Client or any third party.   

15 Confidentiality   

WORKPLACE IT and the Client each undertake to keep secret all confidential information (written or oral) concerning the other’s business and affairs which is obtained or received in connection with the Agreement, save to the extent that the information is;

1. trivial or obvious
2. already in its possession other than as a result of a breach of this condition
3. in the public domain other than as a result of a breach of this condition
4. is required by law to be provided.

16 Data Protection

16.1 WORKPLACE IT agrees to comply with all requirements of the UK Data Protection Act 2018. 

16.2 WORKPLACE IT will be a Data Processor in relation to any Personal Data which the Client provides to WORKPLACE IT to enable WORKPLACE IT to provide the Services. The Client confirms that it has the right to transfer Personal Data to WORKPLACE IT so that WORKPLACE IT can provide the Services. WORKPLACE IT will provide the Services in accordance with our Privacy Policy.

 16.3 WORKPLACE IT will ensure that it will take the steps set out below in relation to any Personal Data which the Client provides to WORKPLACE IT and which WORKPLACE IT process in connection with the Services:

1. a) put in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and to protect against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
2. b) ensure that all personnel who have access to and/or process Personal Data are obliged to keep it confidential;
3. c) not transfer any Personal Data outside of the European Economic Area other than in accordance with our Privacy Policy;
4. d) we will comply with any reasonable instructions the Client gives WORKPLACE IT about how to process the Personal Data;
5. e) assist the Client in responding to any request from a Data Subject;
6. f) notify the Client without undue delay on becoming aware of a Personal Data breach;
7. g) at your written request or on termination of our engagement and following full payment of all contractual obligations and outstanding invoices, delete or return the Client’s Personal Data and any copies unless WORKPLACE IT is required to retain copies of it to meet HMRC’s or other legal requirements; and
8. h) maintain complete and accurate records and information to demonstrate compliance with this clause and agree to audits by the Client or its auditor.

17. Termination – Events of Default and Insolvency

    17.1 If any of the following events (each an “Event of Default”) occurs, the Agreement may be terminated:

(a) By WORKPLACE IT giving notice of termination (effective on service), if the Client fails to pay any sum within 30 days of the due date(s) stated in the Order, provided the Client has been sent at least one written demand within the 30 days;   

(b) By either party giving notice of termination (effective on service) if the other commits any other material breach of any provision of the Agreement which (if the breach is capable of remedy) has not been remedied within 28 days of a written request for remedy.

17.2 The Agreement may be terminated by either party giving notice of termination (effective on service) if the other is or becomes subject to an “Event of Insolvency”, which shall mean the convening of a creditors’ meeting, a proposal being made for a voluntary arrangement within Part 1 Insolvency Act 1986, a proposal for any arrangement with creditors or assignment for the benefit of creditors, inability to pay its debts within Section 123 Insolvency Act 1986, appointment of a trustee, receiver, administrative receiver or similar Officer over all or any part of its business or assets, presentation of a petition, convening a meeting to consider a resolution or taking other steps for winding up or to make an administration order (other than for the purpose of amalgamation or reconstruction).   

17.3 Any termination shall be without prejudice to any other rights or remedies and shall not affect any accrued rights or liabilities of either party. 

18. 
    Suspension

WORKPLACE IT reserves the right to suspend service or assistance to the Client or completion of its obligations under the Agreement for so long as the Client is in default of any of its material obligations (including payment) under the terms of the Agreement or any other agreement with WORKPLACE IT.   

19. Force Majeure   

19.1 Neither WORKPLACE IT nor the Client shall be liable for any default resulting from causes beyond its reasonable control (an “Event of Force Majeure”).  The party affected by an Event of Force Majeure shall immediately on becoming aware of it, give notice to the other party describing the circumstances in reasonable detail. 

19.2 If either party is unable for more than eight weeks to comply with its obligations due to an Event of Force Majeure, then the other party shall be entitled to terminate the relevant part(s) of the Agreement.  Except for the consequences of termination specifically provided for under the Agreement, no liability shall arise solely as a result of termination by reason of an Event of Force Majeure. 

20 Waiver

If either WORKPLACE IT or the Client fails to enforce any of its rights under the Agreement, this shall not affect any other rights or be deemed to be a continuing waiver.   

21 Notices

Any written communication required to be given under the Agreement shall be delivered by hand or sent by e-mail or by first class post to the address of the relevant party set out on the Order (or such other address as may have been similarly notified).  The notice or communication shall be deemed duly served on actual delivery (if delivered by hand) or forty-eight hours after posting (if sent by post) and in the case of email on the day of sending.   

22 Invalidity and Severability

If any provision of the Agreement is found by a Court or other competent body to be invalid or unenforceable, such finding will not affect any other provisions.   

23 Entire Agreement and exclusion of liability   

23.1 The Agreement constitutes the entire agreement between WORKPLACE IT and the Client in relation to its subject matter and supersedes all prior agreements.  No director, employee, sub-contractor or agent of WORKPLACE IT is authorised to make any representation warranty or undertaking which is not contained in the Agreement and the Client acknowledges that they have not relied on any such representation warranty or undertaking, save for any which have been made in writing and are in a separate service level Agreement.   

23.2 Save as stated in any warranties or indemnities specifically given above, WORKPLACE IT shall have no liability for loss, injury or damage or any kind whether direct or consequential arising out of the Agreement.     

23.3 If the Client accepts any Hardware Software or Service delivered to the Client by WORKPLACE IT before a binding agreement for the supply of such goods is in existence, then the Client’s acceptance of such goods shall be deemed to constitute acceptance of the terms hereof.      

24 Successors and Assignees   

24.1 The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assignees, and references to a party in the Agreement shall include its successors and permitted assignees.     

24.2 In the Agreement, references to a party include references to a person:- 

24.2.1 Who for the time being is entitled (by assignment, novation or otherwise) to that party’s rights under the Agreement (or any interest in those rights), or   

24.2.2 who as administrator, liquidator or otherwise is entitled to exercise those rights and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or passed as a result of a merger, division, reconstruction or other reorganisation involving that party.  For this purpose references to a party’s rights under the Agreement include any similar rights to which another person becomes entitled as a result of a novation of the Agreement. 

25 Law and jurisdiction

The Agreement and all matters arising from it shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts. 

26 Employment

The Client covenants with WORKPLACE IT that it shall not either during the term of the Agreement or within a period of six months thereafter directly or indirectly entice away or endeavour to entice away from WORKPLACE IT any person who has during the previous twelve months been employed by WORKPLACE IT to perform the Agreement. 

If the Client commits any breach of clause 26, the Client shall, on demand, pay to WORKPLACE IT a sum equal to 100% of one year’s gross basic salary or the annual fee that was payable by WORKPLACE IT to that employee, worker or independent contractor plus the recruitment costs incurred by WORKPLACE IT in replacing such person.  The parties agree that such sum is a genuine pre-estimate of the loss likely to be suffered by WORKPLACE IT (in particular but without limitation the training costs associated with a permanent replacement and the enhanced costs associated with an interim replacement). 

27 Property

27.1 The property in the Goods will not pass to the Client until payment of the price of the Goods (and for all other goods agreed to be sold by the Workplace IT to the Client for which payment is then due) has been made in full.   Until such time:-

27.1.1 the Client will hold the Goods as the Workplace IT’s bailee and fiduciary agent and;

27.1.2 the Client will keep the Goods separately from other goods so that they can be identified as the Workplace IT’s property and will keep the same protected and insured.  

27.2 Until such time as property in the Goods passes to the Client, Workplace IT shall be entitled at any time to require the Client to deliver the Goods to and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are believed to be stored and repossess the Goods. 

27.3 For the purpose of section 12 of the Sale of Goods Act 1979 Workplace IT shall transfer any such title or rights in respect of the Software as the Workplace IT has and if the Software is purchased from a third party shall transfer any such title or rights as that party had and has transferred to the Workplace IT.   

27.4 WORKPLACE IT may sub-contract part of the Services to its Sub-Contractors. WORKPLACE IT shall ensure that the Subcontractor only provides services on the basis of a written contract which imposes on and secures from the Subcontractor terms equivalent to those imposed on WORKPLACE IT in this Agreement.

28 General 

The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.