Who we are. EC-MSP Limited (‘we’, ‘us’, ‘our’ or ‘EC-MSP’) is a technology supplier and provides a range of technology services. We are a company registered in England and Wales under company number 04520472). We are registered for VAT (registration number 802 8699 09).
How to get in touch with us. If you need to get in touch, you can email us at email@example.com or can write to us at Dawson House, 5 Jewry Street, London EC3N 2EX.
Your business is signing up to purchase Equipment, to license Software and/or to receive one or more Services from EC-MSP and will be an EC-MSP client (‘you’)
THESE TERMS OF BUSINESS APPLY FOR EACH PURCHASE OF EQUIPMENT, FOR EACH LICENCE AND EACH SERVICE YOU TAKE FROM US. WE DO NOT TRADE ON ANY OTHER TERMS EVEN IF YOU PUT ANY ALTERNATIVE TERMS FORWARD BEFORE OR DURING THE CONTRACTING PROCESS
These Terms of Business, each quote that has been signed by you (Quote) and our Data Security Standards form the entire contract between us.
You should not rely on any other documents, statements or representations of any kind as they are not included in the contract between us unless we agree otherwise in writing.
if you are buying any equipment (Equipment), the following terms apply
1. What Equipment will be supplied. The Equipment listed the Quote will be supplied in exchange for payment of the charges shown in the Quote for that Equipment when due. It is your responsibility to determine whether the Equipment is suitable for your needs. If specific brands of hardware and system software are not shown on the Quote, we will supply our choice.
Changes to Equipment specifications are not a valid reason for you to cancel an order.
2. Are there any charges for delivery? If there are any delivery charges, these are shown in the Quote.
3. When and to where will the Equipment be delivered? Equipment will be delivered to the door of the address shown in the Quote unless we agree it will be delivered to a different place in which case, it will be delivered to that other place.
4. Refunds and exchanges. It is your responsibility to ensure that any Equipment ordered is suitable for your needs before you place your order. We do not allow returns or exchanges or give refunds for unwanted Equipment.
5. Who owns the Equipment? Title to Equipment remains with us until we receive full payment in cleared funds for it, at which point title will transfer automatically to you.
6. Insuring the Equipment and looking after it. You will insure the Equipment at its full replacement value with a quality insurer (naming us as the insurance beneficiary) from the time of delivery until you receive title to it and then it is your decision whether you insure it or not. Until title in the Equipment transfers to you, you will look after it, store it separately from other things and so it is clear that it is our property and will not allow anything to happen to it that will be detrimental to us.
7. Repossessing Equipment. Until title in Equipment transfers to you, you give us permission to enter any premises where it is held and to repossess the Equipment. We will not normally do this unless we have good reason – such as you not complying with our contract.
8. Modifying the Equipment. Before you receive title to the Equipment, you will not modify any of the Equipment supplied (or permit anyone else to on your behalf) unless the modification has been authorised by us. After you receive title to it, any modifications made to it are at your risk.
9. Returning Equipment. If you return any Equipment to us or any other person (such as the manufacturer) for any reason, you will ensure it is insured in transit both from you and to you.
10. Manufacturer warranties. We don’t give any warranty for Equipment. Any warranty that is given is from the manufacturer and any claim you may have under a manufacturer’s warranty is for you to take up with the manufacturer. We have no obligation to help you with any warranty claim you may have and any help we do provide is at our discretion.
11. When you must pay us. We will send you an invoice for the charges due and any expenses that apply. Payment is due on the date of our invoice and payable within 30 days. If you are late paying us for any reason we will tell you. If we haven’t been paid by 30 days after we have told you of the late payment, we may suspend or cancel any other deliveries of Equipment, Software or Services we have contracted to provide.
12. Equipment instructions. You may be given instructions for using the Equipment by the manufacturer or by us and you will use the Equipment as described in the instructions and not use it (or allow anyone else to) in any way or for any purpose that is not permitted by the manufacturer or by us.
if you are licensing Software, the following terms apply
13. What Software will be supplied. The Software listed in the Quote will be supplied in exchange for payment of the charges shown in the Quote for that Software when due. It is your responsibility for determining whether the Software is suitable for your needs.
14. Legal compliance and suitability. We give you no assurances that any Software we supply is compliant with any laws, that it can be lawfully used in the territories you plan to use it, that use of it will give you any guarantee of legal compliance or that it will be suitable for your needs. It is your responsibility to ensure that it addresses any concerns or obligations you may have and any objectives you want to achieve.
15. Are there any charges for delivery? If there are any delivery charges, these are shown in the Quote.
16. When will it be supplied. We will try to ensure that Software is provided to you as soon as possible but, unless it is Software that we have readily available, we are dependent on our supplier(s). We are happy to provide you with an estimated supply date on request, however, although we will try to meet any estimated date, we do not guarantee that it will be met.
17. How will it be supplied? Some Software is provided on a CD or other tangible media and some is transmitted to you electronically such as by download. Details of which apply for any Software you license can be provided on request.
18. Time for responsibility for the Software. Where Software is provided to you on a CD or other tangible media, you are responsible for it from the time it is delivered. Where the Software is transmitted electronically to you, you are responsible for it from the time of transmission rather than the time of receipt.
19. Refunds and exchanges. It is your responsibility to ensure that any Software ordered is suitable for your needs before you place your order. We do not allow returns or exchanges or give refunds for unwanted software.
20. Who owns the Software? You acknowledge that any Software supplied under these Terms of Business is on a licence only basis and you will not become the owner of the Software. All rights of ownership (including any intellectual property rights) in the Software remain with the licensor.
21. How long will the Software licence last for? Each licence will last for the licence term shown in the Quote.
22. Who can use the Software? Any Software we supply to you is for your use and if you choose to allow anybody else to use the Software on your behalf, it is your responsibility to ensure that they are allowed to do so and that they comply with the licence terms for it.
24. What to do if you need more licences for the Software. It is your responsibility to determine whether you have enough licences for Software.
Software developers frequently update their software and issue new versions. If you are using old versions of the Software, it may not always be possible to acquire new licences for those old versions.
25. What happens if the Software is slow or has a bug or other fault in it? We give you no assurance that any Software provided by us will meet any particular performance criteria or that it is fault free and will not be liable for the consequences of any faults in any third party software. If the Software is that of a third party, you will need to look to the third party to resolve any defects unless there is contract in place between us under which we are obliged to provide a software support Service for that Software. If the Software is our software, we are only responsible for providing software support for it if there is maintenance contract in place between us under which we agree to provide a software support Service for that Software.
26. Maintaining the Software. You are responsible for ensuring any Software supplied by us is maintained and that you apply any patches or other updates as the developer may recommend. If you do not apply any patches that are available (whether or not they are critical patches), you will be responsible for any problems that may result from you not applying them.
27. Software instructions. You may be given instructions for using the Software by the licensor or by us and you will use the Software as described in the instructions and not use it (or allow anyone else to) in any way or for any purpose that is not permitted by the licensor or by us.
28. Modifying the Software. You will not modify any of the Software we have supplied (or permit anyone else to on your behalf) unless the modification has been authorised by us or the licensor. Any modifications made to it and the consequences of doing so are at your risk.
if you order or receive any EC-MSP services (Services), the following terms apply
29. How do I order an EC-MSP Service? All you have to do is let us know what Services you would like. We will discuss your requirements with you and we will send you a Proposal with details of what we can offer you, our charges and what you will need to do to enable us to provide the Services. Once you confirm you are happy with our Proposal, we will create a Quote and send it to you and all you need to do is check it, complete it, sign it and send it back to us. You can book additional services at any tine by following the same process.
If you have ordered a Service but change your mind, you cancel the order for that service as long as you tell us that you want to within 14 days of signing the Quote. You can’t cancel once we have started providing the Service or another affected Service.
30. How we agree the Services we will provide. Standard Services will be described in a Quote. Where we provide an ad hoc or bespoke Service for you, we will describe it in a Service Description or Statement of Work. Each Statement of Work and any Service Description approved by you will be attached to a Quote and it then becomes part of the Quote.
31. What Services we will provide. We will provide the Service(s) shown in the Quote as described in it and in accordance with all laws that apply to us in exchange for payment of the charges shown in the Quote for that Service when due.
32. Service start and end dates. Each Service will begin on the Start Date shown in the Quote and will continue until the Service is completed or the contract for it is ended earlier as allowed for in these Terms of Business.
33. Quality of service. We are very proud of our standards and quality of service. You can expect us to provide our Services with the skill and care that ought reasonably be expected of a provider of technology services but it is important for you to remember, we depend on you providing information, access and engagement with us to provide our Services to you and if you don’t do so, it will affect the quality and timeliness of service you receive.
34. Our working hours. We normally provide our services during normal business hours, which are 09:00 to 17:00 on weekdays (not including bank or public holidays). If you need us to provide the Services at any other times we are happy to include this in a Proposal. If you want any additional unexpected support outside of our core hours, it will be subject to us having available personnel and will be charged at our prevailing out of hours hourly rate.
35. Subcontracting. We work with a number of partners that are specialists in some of the services we offer. Where we consider it appropriate, we may use them to provide our Services to you. If this is the case, we will give you details of who they are and what Service they will be providing to you. Your contract remains with us and if you have any concerns you should contact your EC-MSP Account Manager.
36. How long is the contract for the Services? For each Service, you are signing up for the contract term shown in the Quote or, if no term is mentioned in the Quote, the term will be for 12 months. Any Service that is described as ‘Renewable’ in the Quote will be for the initial term shown and will automatically renew at the end of that initial term for a new equivalent amount of time, it will then keep on renewing in the same way. If you don’t want this type of Service to automatically renew, you will need to give us notice in writing at least 12 weeks before the Service is due to renew.
37. Can we end a Service early? Yes – if we have reason to believe that continuing to provide it would cause us to do something, illegal or unlawful, that might be defamatory, obscene or offensive, that may cause offence or distress or which might affect or infringe the rights of any person, If it would mean we have a conflict of interests or would require us to provide services that are not within our skillset. In these circumstances, we will not be responsible for providing any affected services and we won’t have any liability to you for not providing them.
38. Things you have to provide. If we need you to provide us with anything such as access to your premises or systems in order to provide our Services to you – it will be set out in our Proposal and our Quote. If things change and we need anything else once the relevant Service starts, we will let you know. If you want us to use your software or systems, it is your responsibility to have all the necessary licences and permissions in place and to provide any training and user credentials needed. We may require you to prove that you have the required licences and permissions. If you want us to follow any specific procedures, you must give us full details before we accept an order for the Service.
39. What happens if you ask us to do something that is wrong or unlawful? We will follow any reasonable instructions you give to us so it is your responsibility to make sure that your instructions and any materials you want us to use are accurate and lawful. If we think there may be a problem we will tell you but we may not always realise.
40. How our Services are provided. Most of our Services are provided remotely but, occasionally, we may need to be on site. If that is the cases for any of the Services that we provide for you, it will say so in the Quote or we will agree it separately with you.
41. Who owns the things we create? Unless we agree otherwise in writing – as between us – we own everything we create when a Service is provided to you (even if you have paid us to create something for you) and that includes any intellectual property rights in the things we create but we give you permission to use the creation to enable you to receive the Service.
42. When you must pay us. The Quote sets out when payment is due for each Service. We will send you an invoice for the charges incurred and any expenses that apply and you will pay us by the date shown in the Quote. For ad hoc assistance and other incidental charges allowed for in these Terms of Business, we will send you an invoice for the charges incurred and any expenses that apply and payment will be due on the date of our invoice and payable within 7 days. If you are late paying us for any reason we will tell you. If we haven’t been paid by 7 days after we have told you of the late payment, we may suspend each of the Services you have booked with us.
43. Changes to our charges. If we have agreed to fixed charges in the Quote for any particular amount of time, those charges will apply for that time. Otherwise, we review our charges every year and our new charge rates will apply from 1 January following the review. We will tell you the new charges at least a month before they change.
44. Data protection. When we provide our Service, according to data protection law, we are your ‘processor’ and you are the ‘controller’. This law states that we have to have certain things in our contract so we include them below:
- Data security. We will implement and maintain the measures set out in our Data Security Standards. You confirm that they are satisfactory to meet your obligations under data protection law.
- Subcontracting. We may use subcontractors to provide some or all of our Services to you and will provide details on request. We use incidental services providers such as telecoms and broadband providers and IT support services and we have your general authorisation to do so. We will comply with our obligations under data protection law in the selection and appointment of our subcontractors and it is our responsibility to make sure that they don’t do anything to cause us to breach this paragraph 44.
- Complying with your instructions. We act only in accordance with your instructions as set out in the relevant Quote or as otherwise agreed with you in writing.
- Confidentiality. We will keep any personal data for which you are a controller confidential.
- Help with data subject rights. We will help you fulfil your statutory obligations to comply with data subject rights. Time spent will be charged at our prevailing hourly rate.
- Help with data breach notifications. We will help you fulfil your statutory obligations to notify any data breaches to regulators and data subjects. Time spent will be charged at our prevailing hourly rate.
- Help with data protection impact assessments. We will help you fulfil your statutory obligations to carry out data protection impact assessments and, where necessary to consult on them with relevant regulators. Time spent will be charged at our prevailing hourly rate.
- Destroy or return data. We will either destroy or return any personal data for which you are the controller once our Service has ended. You can choose whether we are to destroy or return it but if we incur more than nominal costs in doing so, time spent will be charged at our prevailing hourly rate. We may delay this if we need to hold on to the personal data to provide another Service that you have ordered or are in the process of ordering, to ensure we have adequate records of what we have done for you, for our audit requirements, to deal with any claims against us, to aid an investigation, deal with insurance matters or to comply with law. You understand and accept that we may not delete personal data in any historical back-ups we may have.
- Audit support. We will provide you with information to demonstrate we have complied with this paragraph 44. You can audit the information we provide and we will answer any further questions you may have. Time spent will be charged at our prevailing hourly rate.
45. Ending the Service before it is finished. We expect to provide the Service until it is finished. We can end it early by giving you reasonable notice in writing but will normally only do so if we have a good reason. If we have a conflict of interests, it becomes unlawful for us to continue or you don’t pay us on time, we can end the Service straight away by giving you notice in writing.
46. What happens when the Service is finished? Once we have finished providing the Service or our arrangement with you ends, apart from things we may keep under paragraph 44, we will delete all of your materials on our systems (such as any email addresses you have provided for us to use and any templates you made available to us) and we will stop accessing your systems.
in all cases, the following terms apply
47. Authority to contract. When you sign a Quote, you are confirming that the person who has signed it on your behalf is authorised by you to commit you to a legally binding contract on these Terms of Business.
48. Brochures, catalogues, samples, adverts and descriptions. We describe and demonstrate what we offer in a range of different materials and some are of the materials provided by others such as manufacturers.
49. Dispatch and delivery dates. We will try to comply with dates for dispatch, delivery and supply that we have given to you but, unless we have said otherwise in the Quote, time is not of the essence and the dates given are our expected dates and are not a promise to meet those dates.
Sometimes, we may deliver orders in instalments and each instalment may be invoiced separately. Each instalment will be on these Terms of Business.
50. Will EC-MSP always accept an order we have placed? Each Quote that you sign is an offer from you to us. In most cases, we expect to accept any order placed on the basis of a Quote but we reserve the right to reject any order and any that you place is only accepted by us once we confirm to you in writing (or by email) that it is accepted.
51. Changes to orders. If you want to change any order after it has been placed with us, you will notify us in writing as soon as possible. We will try to accommodate any required changes but this may not always be possible or it may result in delay in supply and/or additional cost to you. We will contact you to tell you whether we are able to make the changes you ask for and, if so, what the impact of making the changes will be and what additional costs you will have to pay and when. You will need to confirm whether you want to go ahead with the change.
We may have to suspend our work for you whilst we try to find a solution. Any charges for work done as part of any Service and any associated expenses will remain payable.
52. Payment and what happens if you pay late. Time for payment is of the essence.
53. Payment in the event of delay. If you want to delay our performance under our contract or you cause a delay (such as if you give us incomplete or unlawful instructions, or refuse delivery of anything), we will charge you for anything we have already done for you as well as any additional costs that we incur as a result.
54. Security and back-ups. Unless we agree to take back-ups as a Service for you, you are responsible for ensuring that your systems and data are backed up and that you have adequate recovery procedures and facilities to enable you to restore your systems. We recommend that you do this before we do any work for you on your computer system and before any upgrades are started.
55. Call monitoring. We may record calls for quality control and training purposes. You should ensure you explain this to your personnel so that they know to expect it.
56. Health and safety. You will take all reasonable precautions to ensure the safety of our personnel when they are on site for you.
57. Our right to provide data to the authorities. You acknowledge that we may disclose to relevant authorities any and all data or information that we discover where we reasonably believe we have a legal obligation to do so.
The law or regulatory authorities may not allow us to tell you that we need to make a disclosure or that we have made one.
58. VAT. We are registered for VAT and so VAT will be added to our invoice.
59. Currency. You must pay us in pounds sterling.
60. Communicating with us. We use firewalls and other security technology to protect your information. However, things sent over the Internet are never completely private or secure which means there is a risk that any message or information you send to us may be intercepted and potentially read by someone you didn’t expect it to be seen by. We won’t be responsible and won’t have to compensate you if you send us anything electronically – you do so entirely at your own risk.
61. What happens if we make a mistake? Mistakes sometimes happen and, in the unlikely event we make a mistake, we will work hard to remedy it although we can’t guarantee that every mistake can be resolved. If you believe we have made a mistake you must tell us straight away so we have chance to put things right or reduce the impact. You won’t be charged for any time we spend remedying any mistake we make.
62. Things beyond our control. If anything happens that is beyond our reasonable control that prevents or hinders us providing something we have agreed to provide to you, we will let you know as soon as possible but won’t be liable for not providing it. We will try to provide it as soon as we are able but if we can’t do so for 1 month or more or we notify you that it is not economically viable for us to provide it, you can choose to end the affected parts of our contract by giving us notice in writing (email will do) so long as you give us that notice within the following 7 days of us telling you of the problem and we will give you a refund of anything you have paid for the affected parts of the contract but which you have not received.
63. Ending the contract early for breach. If you materially breach our contract or you keep failing to comply with your obligations under it, we will tell you and, if you don’t remedy the problem within 30 days of us telling you, we can end this contract straight away by giving you written notice. Similarly, if we do likewise, you must tell us without delay and, if we don’t remedy the problem within 30 days of you telling us, you can end this contract straight away by giving us written notice.
64. Ending the contract early if one of us goes out of business. If you go out of business or it looks likely that you will or you make any arrangements with creditors or become insolvent (or a trustee, receiver, administrator or similar is appointed) we can end this contract straight away by giving you written notice. Similarly, if one of these things happens to us, you can end this agreement straight away by giving us written notice.
65. What happens when our contract ends? You will pay all outstanding payments to us immediately and we will destroy or return any personal data for which you are the controller and we are your processor as explained in paragraph 44. If there are any other things that either you or we need to do after the contract ends, they will be set out in the Quote and we will each do those things as required.
66. Confidentiality clause. We promise to keep all the information we get from and about you and your customers, suppliers and contacts confidential at all times (even after our contract has ended) unless you or the law tells us that we can disclose it or we need to tell our insurers or professional advisers. Similarly, you promise to keep all the information you get from and about us (including our prices, contract terms, our staff and our Services confidential at all times (even after our contract has ended) unless we or the law tells you that you can disclose it or you need to tell your insurers or professional advisers.
67. If things go wrong. We don’t expect any problems but, just in case, it is important that we both understand what we are responsible for. Neither you nor we exclude any liability for death or personal injury caused by negligence (or for any other liability which the law doesn’t let us exclude or limit) but apart from that, unless we say otherwise in our Quote:
- we exclude all liability to the maximum amount that the law allows including for any terms that the law implies into our contract.
- neither you nor we will be liable for any indirect or consequential loss.
- there are no limits on our liability or yours for breaking the ‘Confidentiality clause’.
- we are not liable for loss of profit, loss of sales, business or contracts, loss of anticipated savings, business interruption, loss of revenue, damage to reputation, loss of or damage to goodwill, loss of use or corruption of software or for any special damages in each case whether direct or indirect
- in all other cases, the most EC-MSP is liable for (whether in contract, for breach of statutory duty, tort (including negligence) or any other form of action) is the amount you have paid or which is payable to us in the previous 6 months for the deliverable that gives rise to your claim.
68. What happens if we, our property or personnel are affected by you? You will ensure that premises our personnel attend for you are safe and suitable, that you have all licences and consents in place for them to carry out their roles, that your personnel and systems do not cause any damage to any equipment and materials we or our personnel use and that you have all required licences in place and for compliance with the licence terms.
69. Data protection compliance. You are responsible for your own data protection compliance and where we act as your ‘processor’, we do so by acting on your instructions and it is your responsibility to make sure those instructions are lawful.
70. Waiver. If we don’t take action straight away for breach of our contract, it won’t stop us taking action later for the breach unless we have agreed in writing not to take any action for it.
71. Rights of others. We are entering into this agreement because we are happy to work with you and it is only intended to be between you and us and nobody else can enforce it.
72. Publicity. We are happy that you are choosing to be an EC-MSP client and we would like to list you as a client in our publicity materials (including our websites and brochures). We will discuss this with you before doing so.
73. Your relationship with us. You promise not to make out to anyone that you are our agent or to do anything that might create legal obligations for us (unless we say you can in writing).
74. Soliciting our personnel. We have a vested interest in protecting our business and we invest in our personnel so that we can ensure quality services for you and our other clients. As such, you promise not to solicit, entice, induce, employ or engage any of our personnel (whether directly or indirectly, whether for yourself or for any other person or in conjunction with any other person).
75. Making a claim against us. If you want to make a claim against us you will make it in writing and it must be received by us within 14 days of the date the thing giving rise to the claim occurred.
76. Notices. There are a number of things in these Terms of Business that may require one or the other of us to give a written notice to the other. The contact details for sending these notices are in the Quote and they can be given and will be deemed to have been given as follows:
|Method of service||Deemed delivery|
|by registered post, special delivery or first class post||10 days after posting so long as the sender has proof of postage and has emailed a copy of it to the person who is supposed to receive the notice|
|by email||on the next day after it was sent so long as the sender has a delivery receipt for the notice or other confirmation it was received|
|in person||at the time it is left at the proper address|
77. The law and disagreements. Our contract is to be read and understood under English law. If we have any disagreement that we can’t resolve between us, we both agree that the English courts and regulators will have non-exclusive jurisdiction to deal with it.
78. It’s all about you! Our contract is personal to you and you can’t transfer any of your rights or obligations under it to anyone else (unless we say you can in writing).
79. If anything in these Terms of Business is invalid. Both of us believe that these Terms of Business are reasonable and fair, that you understand the level of risk you are taking and have the opportunity to take out insurance to protect you and your business.
As part of its statutory obligation to foster its business relationships with clients, suppliers and others, EC-MSP has established and contributes a share of its profits to a fund. Our clients, suppliers and others are welcome to write to the trustees’ delegated managers or administrators to seek a discretionary award. The fund is wholly independent of EC-MSP and the unfettered exercise of discretion in respect of the award or non-award of monies is a matter wholly for the trustees of that fund.
If you would like to contact the trustees, you can do so at Griffin Trustees Limited, Ground Floor, Abbott Building B, 89 Main Street, PO Box 2247. Road Town, Tortola-VG1110, British Virgin Islands.