ZIA IT Support Services LTD, 4 Maison Connetable Ozouf, Langtry Gardens, St Saviours Hill, St Saviour, Jersey JE2 7AL.
These terms and conditions apply to the Service Contract (as defined below) unless otherwise expressed in the Service Contract.
ZIA IT Support Services.
The Client of ZIA pursuant to the Service Contract.
Any relevant contract for the purchase from ZIA and its affiliates of all services (together the “Services”) selected by the Client, including but not limited to fixed price or ‘pay as you go’ IT management and maintenance services, consultancy work and outsourcing.
The physical equipment used in computer systems.
The programs, programming languages, and data direct the operations of a computer system.
No warranty is given as to quality or fitness for purpose of any Hardware supplied by ZIA to the Client save to the extent of the guarantee or warranty given by the manufacturer of such Hardware, if any.
Software is supplied to the Client for use solely in accordance with the conditions outlined by the owner of that software (the “Licensor”). Copy, enhancement and use thereof must only be made in accordance with the license granted by the Licensor. The Client acknowledges that it owns no intellectual property rights in or arising out of the licensed Software. The Client shall not be entitled to assign or sub-license or dispose of its rights or obligations in respect of any licensed Software supplied by ZIA. The Client represents and warrants that the Client shall not infringe the intellectual property or other proprietary rights of ZIA or any third party.
Invoices in respect of Software licenses and Hardware are invoiced and payable upon delivery. If the total of licenses and hardware is more than £25,000 then 50% of the invoice is payable upon confirmation of the order.
Support pricing is based on the Client’s chosen level of service, the number of users and the amount of hardware and software deployed. This will vary in line with any changes to these volumes. Support costs will be invoiced and payable in accordance with the Service Contract.
Consultancy fees are invoiced monthly in arrears. ZIA quoted consulting rates include all travel and expenses but are exclusive of VAT, GST or other sales taxes.
All invoices are payable within 14 days of invoice date. Failure to pay invoices on time gives ZIA the right to terminate the Service Contract and/or suspend and/or disconnect any services provided by ZIA without penalty or forfeit. All payments are to be made in sterling (GBP) and without deduction.
Without prejudice to any rights and remedies available to it, ZIA may charge the Client interest on any amount outstanding after 14 days on a daily basis at a rate of 5% per calendar month.
The Client acknowledges that ZIA will be privy to confidential information belonging to the Client and that ZIA in its performance of the Service Contract shall not be subject to any restrictions in relation to accessing information belonging to the Client. ZIA agrees to keep all confidential information belonging to the Client confidential and secret, whether disclosed to or otherwise received by ZIA.
ZIA shall only use information belonging to the Client for the purposes of performing ZIA’s obligations under the Service Contract. These obligations shall not apply to any information which was: (i) known or in the possession of ZIA prior to the Service Contract; (ii) is, or becomes, publicly available through no fault of ZIA; (iii) is provided to ZIA without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure; (iv) was developed by ZIA (or on its behalf) without the use or knowledge of, confidential information belonging to the Client; or (v) is required to be disclosed by order of a court of competent jurisdiction.
ZIA holds and processes data to allow the performance of its IT consultancy and support services to its clients. Some of this data may be personal data subject to The Data Protection (Jersey) Law 2018 (DPR), or an equivalent law if held in another jurisdiction. ZIA are required to manage and process personal data lawfully and openly. Data held by ZIA as a Data Controller may include:
a. business & trading names.
b. trading addresses, and information on Client activities.
c. phone, e-mail and social media contact information.
d. Details on employees, including their names, roles, titles and contact details.
e. Past communications with the Client and its employees ( in the form of email, letter and phone records).
f. Details of the Client’s IT installation and licensing.
g. Access codes and instructions.
a. Accounting and Billing purposes.
b. IT Support and maintenance purposes.
c. Licensing and hardware registration, installation & renewal purposes.
d. Other associated business and sales activities.
a. process the Personal Data only on documented instructions, or under contract from our Clients.
b. ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
c. take all measures required pursuant to Article 21 of the DPR;
d. respect the conditions referred to in paragraphs (a) and (c) if engaging another processor or sub processor;
e. take into account the nature of the processing, assist Clients by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Clients obligation to respond to requests for exercising the data subject’s rights laid down in PART 6 of the DPR;
f. assist Clients in ensuring compliance with the obligations pursuant to Articles 21 to 22 of the DPR, taking into account the nature of processing and the information available to ZIA;
g. at the choice of the Client, delete or return all the Personal Data to the Client after the end of the provision of services relating to processing, and delete existing copies unless Jersey law requires storage of the Personal Data;
h. make available to the Client all information necessary to demonstrate compliance with the obligations laid down in Article 23 of the DPR and allow for and contribute to audits, including inspections, conducted by Client or another auditor mandated by Client.
ZIA may act as an outsource service provider to a Client, who is also a JFSC Registered Person. Upon demand, ZIA shall assist these Clients in reporting to JFSC how its services are managed and organized with regular reviews of the relationship, access rights and details of any sub-contracting of service In accordance with JFSC Outsourcing Policy.
Client’s Obligations During the performance of the Service Contract, the Client will co-operate with ZIA as ZIA reasonably requires; provide the information and documentation that ZIA reasonably requires; make available to ZIA such facilities as ZIA reasonably requires; and ensure that the Client’s staff and agents co-operate with and assist ZIA. If Client does not provide the facilities reasonably required to perform the Service Contract, then any additional costs and expenses which are reasonably incurred by ZIA will be paid by the Client.
ZIA shall not be liable for any default in its obligations under the Service Contract resulting from causes beyond its reasonable control including without limitation, fires, strikes, labour disputes, insurrection or riots, embargoes, delays in transportation, inability to obtain supplies, requirements or regulations of any civil or military authority, act of god, war, requisition, restriction of energy consumption. ZIA shall be entitled to a reasonable extension of time for the performance of any obligations delayed by any such events.
Either party may terminate a Service Contract upon giving notice in writing where the other party is in material breach of its obligations under the contract. Where such breach is capable of remedy, the notice shall become immediately effective upon the failure to remedy the breach and the expiry of 30 days of the date of the notice. Where the breach is not capable of remedy the notice shall be effective immediately. The notice shall specify whether the breach is capable of remedy or not. Where the conditions at the Client’s site have materially altered, or the Client’s requirements have been materially altered, either through the actions of the Client or a third party, in a manner that would prevent ZIA from reasonably delivering the contracted service or supply, then ZIA shall be entitled to terminate the contract. Should the Client become insolvent as defined by the Bankruptcy (Jersey) Law 1990 or subject to a winding up as defined by the Companies (Jersey) Law 1991 or should a receiver or administrator be appointed in respect to any part of its business, then ZIA shall be entitled terminate a relevant Service Contract immediately and claim for the full cost of any completed work and the cost of bringing any incomplete work to an orderly conclusion.
Upon expiry of a fixed term Service Contract, the Client must provide a minimum of 3 months notice to ZIA of their intention not to renew.
ZIA warrants that it will use reasonable care in performing its obligations under the Service Contract to a standard which conforms to generally accepted industry standards and practices.
ZIA expressly does not warrant that any result or objective, whether stated in the Service Contract or not, shall be achieved, be achievable or be attained at all or by a given date.
The Client acknowledges that time shall not be of the essence unless expressed to be so in writing signed by ZIA.
ZIA shall not be responsible for any loss of data by the Client unless caused by its own fault or negligence.
ZIA’s liability under or in connection with the Service Contract whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid to ZIA under the Service Contract in the 12 months immediately preceding the alleged wrongful act. Neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
The Client shall indemnify and hold harmless ZIA and all directors, officers, employees and agents of ZIA from and against any and all claims, damages, losses, liabilities, actions, demands, proceedings and expenses arising out of or relating to the use of any Software by the Client.
The Client acknowledges that, in entering into the Service Contract, no reliance is placed on any representation, warranty or other provision except as expressly provided in the Service Contract, and any conditions, warranties or other terms implied by statute or otherwise are excluded to the fullest extent permitted by law.
For the avoidance of doubt, the Client agrees that all restrictions of ZIA’s liability contained in the Service Contract, including these terms, are fair and reasonable for the purposes of the Supply of Goods and Services (Jersey) Regulations 2010 (as amended).
The Client shall not assign, transfer, novate, charge, part with possession or otherwise dispose of any of its rights or obligations hereunder without the prior written consent of ZIA such consent not to be unreasonably withheld or delayed.
Any notice document or request to be given or served hereunder may be given or served by sending it by hand or by special delivery post to the address of ZIA IT Support Services or the Client.
Any notice document or request sent shall be deemed to have been given:
a. in the case of delivery by hand when delivered;
b. in the case of fax, one working day after the transmission date (provided the sender’s fax machine generates a transmission report confirming correct delivery);
c. in the case of special delivery post, 3 working days after the date of posting.
The headings of clauses in these terms and conditions are included herein for convenience and shall not affect the interpretation or construction of these terms and conditions. Severability If any provision in this agreement shall be found to be invalid or unenforceable the invalidity or unenforceability of such provision shall not effect the other provisions of this Agreement and all provisions not affected shall remain in full force and effect. Entire Agreement The Service Contract contains the full and complete understanding between ZIA and the Client and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of the Service Contract and may not be varied except by an instrument in writing signed by all of the parties to the agreement.
Each contract between ZIA and the Client shall be governed by and construed in accordance with law of the Island of Jersey and both ZIA and the Client agree to submit to the non-exclusive jurisdiction of the Courts of the Island of Jersey.
07797 834 544
support@zia.je
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