Terms Of Business

Terms and conditions of business.

1. DEFINITIONS

The following words and expressions shall have the subsequent meanings in all documentation produced by EPX Limited:

• 1.1 "Provider" refers to EPX Technical Services as a Limited Company.
• 1.2 "Customer" refers to the person or organisation to which services are provided by EPX Limited.
• 1.3 "Equipment" will refer to any hardware or software necessary to complete the stated services provided by EPX Limited.
• 1.4 "Service Charges" means the charges to be paid by the Customer for any services provided by EPX Limited; this will include, but is not limited to, "Maintenance Charges", "Call-out Charges", and "Remote Support Charges."
• 1.5 "Maintenance Services" means any preventative maintenance and remedial maintenance services supplied by EPX Limited, required to keep Equipment in good working condition.
• 1.6 "Service Hours", or "Normal Office Hours" is defined as between 09.00am and 17.00pm Monday to Friday excluding public, bank and local holidays.
• 1.7 "Abnormal Hours" refers to any period outside of Normal office hours stated above.
• 1.8 "Site" refers to the customer’s address where any work will take place.

2. COMMENCEMENT OF SERVICES

• 2.1 Services will only commence after a mutually decided date or time frame has been established between EPX Limited and the customer. This must be submitted in the form of a contract, writing, or e-mail. Verbal agreements are not acceptable.
• 2.2 Services will only commence when all necessary data or information has been provided by the customer to EPX limited.
• 2.3 Services will only commence when all outstanding bills for previous services, or upfront payments for future services provided by EPX Limited have been paid.
• 2.4 Services will not commence until a full risk assessment of the site has been completed by an EPX engineer.
• 2.5 EPX limited will not provide additional services, or services that differ from those previously agreed without sufficient written notification. An administration charge may also be applied at the discretion of an EPX representative, and commencement may be halted until new terms are agreed, and any charges paid.

3. MAINTENANCE SERVICES

• 3.1 EPX Limited agrees to provide the Maintenance Services to the Customer in accordance with the terms and conditions set out any contractual agreement.
• 3.2 EPX Limited shall provide remedial maintenance services during the Service Hours when notified that the Equipment is inoperative or faulty, for which the Customer shall pay a normal hourly charge.
• 3.3 EPX limited shall endeavour to respond promptly and if possible within 4 hours to requests for remedial maintenance to customers who hold a maintenance agreement.
• 3.4 EPX Limited shall provide remedial maintenance outside the Service Hours only if requested to do so by the Customer, for which the Customer shall pay an abnormal hourly charge.
• 3.5.1 Maintenance Services shall not extend to installation or maintenance of software, operating accessories; including media such as tapes and disc packs, or electrical work external to the Equipment. This includes any maintenance of other devices not specifically noted as part of the maintenance agreement.
• 3.5.2 The Customer may terminate a maintenance services agreement by giving 28 days’ notice in writing.

4. Exclusion from Maintenance

EPX Limited’s obligation to provide Maintenance Services is contingent upon the proper use of all Equipment concerned. EPX Limited shall not be obliged to provide Maintenance Services if:

• 4.1 Any Equipment has been subjected to unusual physical or electrical stress.
• 4.2 Maintenance is made necessary by equipment failure due to unfavourable site conditions.
• 4.2 Adjustment, repair or parts replacement is required because of accident, neglect, misuse, improper programming, failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use.
• 4.3 The Equipment is maintained or repaired, or if attempts are made to repair or service the Equipment by anyone other than the EPX Limited’s personnel without the prior approval of EPX Limited. (Such approval cannot be unreasonably withheld.)
• 4.4 The Equipment is either removed from its initial installation location, or reinstalled without the approval of EPX Limited.
• 4.5 Equipment, in the opinion of an EPX engineer, has reached the end of its useful life.
• 4.6 Software integral to system security such as Virus protection has been uninstalled, or not properly maintained, leading to the spread of malicious software.
• 4.7 The network cabling infrastructure, parts obtained from third party companies and consumable items such as printer toner cartridge and batteries, and any removable storage media, is not covered under the Maintenance agreement.

If maintenance services are required as a result of the causes stated above, and it is decided that the provider will continue to maintain equipment for this customer, EPX Limited reserves the right to charge an hourly rate based outside of any contractual obligations.

5. Web Services.

• 5.1 Any domains managed by EPX Limited will be automatically renewed by the provider unless prior notice is given by the customer, in keeping with clause 2.1. This must be given in writing or e-mail.
• 5.2 Moving a managed domain or website away from the control of EPX Limited, will incur an administration charge. The amount of this charge will be left at the discretion of a web based EPX representative.
• 5.3 EPX Limited will only provide web services consistent with the agreed terms, and in keeping with clause 2.1, any alterations must be provided in written form.
• 5.4 EPX Limited will retain the rights and control over all material property including designs and coding until all outstanding payments for web based services are settled.
• 5.5 EPX Limited cannot accept responsibility for any changes that the customer or a third party makes to web pages or database content. It is the customers’ responsibility to keep backups of web based content, and to ensure all access is authorised and protected.
• 5.6 Payment for web design projects must be agreed as described in clause 6.6 before any work will commence, in keeping with clause 2.3.

6. Charges for Services

• 6.1 All charges shown will be exclusive of VAT or any discounts.
• 6.2 Maintenance charges are to be paid to EPX Limited on a monthly basis and to be of equal payment.
• 6.3 The first of these charges is to be paid on the date of signing the agreement, or in keeping with clause 2.1.
• 6.4 The Customer shall pay all charges within 30 days of receipt of an invoice; EPX Limited reserves the right to charge interest at the maximum permissible level if payment is not received in this timeframe.
• 6.5 EPX Limited are entitled to adjust any service charges by giving 28 days prior written notice to any customer that will be affected by the changes. No adjustments to charges shall be made to maintenance customers by EPX Limited during the first 6 months of their contractual agreement.
• 6.6 40% of the total cost of web development projects must be paid upfront in keeping with clause 2.3 before work will commence. This primary charge is non-refundable. 40% of the total will be payable at the end of the initially agreed time frame for the project. The remaining 20% will be due on the completion of the project. In cases where these two stipulations occur on the same date, 60% of the total charge will be outstanding to EPX Limited.
• 6.7 Until full payment is received for services, all work, including any designs and coding will remain the property and control of EPX Limited.
• 6.8 Call out charges are based on geographical location and cover engineers expenses, all call-outs will be subject to a standard charge, dependent on which band of charging the customer is located in, please refer to documentation for this information.
• 6.9 The Customer may terminate this agreement by giving 28 days’ notice in writing following written notification of intent to increase charges.
• 6.10 Pro forma invoices should be treated as an estimate of the total cost of the services provided.

7. Customer Obligations

• 7.1 The Customer undertakes to provide full and free access to the Equipment and working space and adequate facilities including electrical outlets within a reasonable distance from the Equipment.
• 7.2 The Customer shall obtain, keep and make available to the EPX Limited machine readable copies of all programs, data files and operating systems relating to the Equipment. EPX Limited does not take any liability for the Customer’s inability to use its machine readable data.
• 7.3 The Customer must endeavour to keep all equipment in good working order, in association with the terms indicated in clauses 4.1 to 4.6.
• 7.4 The Customer is obligated to pay EPX Limited for services as soon as possible.
• 7.5 The Customer is obligated to provide EPX Limited with all reasonable information necessary for the completion of services in a timely manner.
• 7.6 The Customer is required to ensure the safety of the working environment for EPX engineers on site.
• 7.7 It is the Customers’ responsibility to ensure that all behaviour is appropriate, and that EPX representatives do not encounter any aggressive or abusive behaviour, intimidation, or harassment.
• 7.8.1 It is the Customers' responsibility to elect a representative as a point of contact for EPX Limited within their company, and provide all necessary contact details. If the representative is unavailable, a senior manager will be sufficient.
• 7.8.2 The Customer is fully responsible for the creation and storage of all backup data.
• 7.9 It is the customers’ responsibility to provide EPX Limited with correct and updated contact information.

8. Providers Obligations.

• 8.1 EPX Limited shall provide the Customer with services to the level agreed in accordance with clauses 2.1 to 2.5.
• 8.2 EPX Limited shall attempt to respond to all fault calls within 4 hours of receiving them for maintenance customers. Customers outside of maintenance contracts are not guaranteed a response time.
• 8.3 EPX Limited shall endeavour to provide customers with 100% uptime for hosted services, but EPX guarantees 99% uptime.

9. Limitation of Liability

• 9.1 EPX Limited shall not be liable for any damages in connection with or as a consequence of any service provided, including but not limited to: loss of profits, earnings, or revenue, data loss, or loss of use of equipment or other down-time costs.
• 9.2 EPX Limited will not be liable for death or personal injury of customers’ employees or clients, unless gross negligence on behalf of the company, its representatives, engineers or agents can be proven beyond a reasonable doubt.
• 9.3 EPX Limited is not responsible for the failings of any products or services provided by a third party.
• 9.4 EPX Limited is not responsible for any damage caused by equipment, including but not limited to: damage to property, fire damage, and electrical damage.

10. Fair Usage Policy

• 10.1 EPX Limited reserves the right to immediately renegotiate or terminate services that are in breach of this fair usage policy.
• 10.2 EPX Limited reserves the right to make changes to what the company believes is a fair level of service 28 days after notifying the customer of any changes that may affect them in writing.
• 10.3 Any additional hours necessary which are above the number of agreed hours in the maintenance contract will be charged at a standard hourly rate.
• 10.4 The Remote support service is limited to 10 separate jobs (or 10 hours of labour), per computer or server per month, any additional work that is necessary above this reasonable limit will be charged at an abnormal rate.
• 10.5 Web servers hosted by EPX Limited will be limited to 100Mb of data transfer per 24hours per domain held. If a customer requires more than this amount, prior notification must be given to EPX Limited.
• 10.6 For any limitations referring to the creation and management of websites, please refer to the customers’ agreement.

11. Termination.

• 11.1 Either party may terminate this agreement by giving at least 28 days prior written notice to the other party.
• 11.2 For Maintenance contracts, termination cannot occur within the first 6 months from the commencement date.
• 11.3 Either party may terminate any agreement immediately at any time by giving written notice if:
• • 11.3.1 The other party commits a breach of agreement or fair usage policy and fails to remedy it within a reasonable time, normally 28 days, of being given written notice from the other party to do so.
  • 11.3.2 The other party passes a resolution for liquidation, bankruptcy, amalgamation, reconstruction, or other processes relating to "winding up."
  • 11.3.3 A court of competent jurisdiction makes an order to the effect of the above stipulations.
  • 11.3.4 The other party ceases to continue business.
  • 11.3.5 The other party is declared insolvent, or a creditor, liquidator, administrative receiver, trustee, or similar officer is appointed to control any of the organisations assets.

12. Force Majeure

Neither party will be liable to the other party for any delay or failure to perform any of its obligations under any agreement if the delay or failure results from events or circumstances outside of reasonable control. The party shall be entitled to an agreed and reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such events. If such circumstances continue for a continuous period of more than 28 days, either party reserves the right to terminate any agreement immediately by giving written notice to the other party.

13. Severance

If any provision in an agreement between EPX Limited and the customer is held as invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction, such provisions or services shall be severed. The remainder of the requirements and or services will still continue as per terms stated in the agreement, and any contracts will be treated as having the aforementioned services omitted.

14. Formal Communications.

ny formal notices or communications between EPX Limited and the Customer are to be given either in writing, or in the form of e-mail, to the appropriate address, for this information the customer should consult their agreement.

15. Third Party Rights.

No person other than EPX Limited or the customer shall acquire any enforceable rights under, or in connection with any agreement.

16. Governing Law and Jurisdiction.

Any agreement between EPX and the Customer shall be governed by and construed in accordance with the law of England and the parties submit to the exclusive jurisdiction of the courts of England.

17. Terms Of Business

EPX has the right, without any notice, to change these terms and conditions with immediate effect.

Last Updated: 12/04/2010