Terms and Conditions

This Framework Agreement sets out the terms and conditions upon which SNAP. GROUP (IT) LTD is willing to provide services or goods to “Client” and shall be deemed to incorporated in any future such transaction between SNAP. GROUP (IT) LTD and “Client” unless the parties agree otherwise. No variation of this Agreement shall be made unless agreed between the parties. Any such agreement between the parties as referred to in this clause must be made in writing and signed by a director of SNAP. GROUP (IT) LTD.

1.    Definitions 
In this Framework Agreement unless the context otherwise permits:- 

  1. “Snap IT” shall refer to SNAP. GROUP (IT) LTD
  2. “Client” shall mean the person(s) or company listed in the document
  3. “Agreement” shall mean any contract made between Snap IT and the Client to which this Framework Agreement applies.
  4. “Third Party” shall mean any individual person or corporate entity other than Snap IT or the Client.
  5. “Services” shall mean any service specified in an Agreement or agreed between the parties to be supplied by Snap IT to the Client.
  6. “effective date” shall mean the commencement of the agreement.
  7. “Initial Period” shall mean the duration of the agreement.
  8. “daily rate” shall mean the monthly charge multiplied by 12 and divided by 365.

2. Charges, Payment and VAT 

  1. Unless otherwise stated, the prices quoted in any Agreement exclude VAT. All charges payable by the Client to Snap IT under any Agreement shall be subject to VAT at the current rate.
  2. Snap IT will invoice in advance (typically the first working day of each month) for Annual, Quarterly and Monthly Payments for Services.
  3. If the effective date falls between 1st – 7th of that calendar month, the full monthly charges on the agreement will be invoiced during the same calendar month.
  4. If the effective date does not fall between 1st – 7th of that calendar month then the charges for this month will be calculated on a pro-rata basis by multiplying the daily rate by the remainder of days in that calendar month. This charge will then be added to the invoice of the following month.
  5. Snap IT will invoice on delivery for sales of computer hardware.
  6. Payment must be made within 7 days of the invoice date.
  7. Snap IT will accept monthly Payments for annual Services only by direct debit.
  8. The Client agrees to reimburse to Snap IT all reasonable legal costs incurred by Snap IT in connection with any legal proceedings taken by Snap IT to recover sums due under any Agreement on a full indemnity basis.
  9. Snap IT reserve the right to charge interest on any amounts due from the Client under any Agreement not paid within 14 days of the invoice date. Interest is charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
  10. If any payment due to Snap IT from the Client remains outstanding beyond the agreed payment terms and the Client has failed to make payment within 14 days, Snap IT may suspend performance of its obligations to the Client. Snap IT may at its sole discretion withhold Services and delivery of hardware to the Client or may terminate this Framework Agreement and any or all Agreements made under it with immediate effect.
  11. Following delivery, any goods supplied pursuant to this Framework Agreement shall remain the sole and absolute property of Snap IT until all debts owed by the Client to Snap IT (whether part-paid, secured or otherwise) are settled, but the risk in the goods shall be borne by the Client from the date of the delivery by Snap IT or its agents to the Client.

3. General Conditions 

  1. Snap IT will not be able to install any software or applications unless the Client provides the correct media, backup or licence on request.
  2. It is the responsibility of the Client to obtain all such licences and consents as may be necessary for the Client to use its systems and for the Services to be provided in respect of those systems. Snap IT cannot be held responsible for any unlicensed software that the Client operates.
  3. Training and guidance will be given to the best of Snap IT’s ability. There may be cases when Snap IT is unfamiliar with some of the hardware or software used by the Client in which case it will not be able to assist.
  4. Snap IT will use any method of support it considers appropriate to resolve any issue raised by the Client. This includes Telephone Support, Remote Connectivity or On-Site Visit. If support is to be provided remotely the Client must provide such information as is required to permit remote access by Snap IT.
  5. The Client acknowledges that it does not follow because any system is working correctly when checked by Snap IT that it will continue to operate correctly thereafter.
  6. Snap IT may not subcontract the provision of any Services without the prior written consent of the Client.
  7. Snap IT will not be released from its obligation to provide Services in accordance with any Agreement because it has subcontracted any part of the provision of those Services.
  8. Snap IT will procure that any subcontractor providing Services will enter into obligations of confidentiality equivalent to those in clause 7 of this Framework Agreement. 

4. Liability and Indemnity 

  1. Snap IT does not exclude liability for death or personal injury caused by the negligence of its employees in connection with the performance of their duties under any Agreement.
  2. Subject to sub-clause (i) above Snap IT not be liable to the Client or any third party for any indirect, consequential or special damages or lost profits, including, without limitation, consequential or special damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, loss of work product, or any and all other commercial damages or losses, direct or indirect, even if Snap IT has been advised of the possibility of such damages or losses. 
  3. Subject to sub-clauses 4(i) and (ii) above unless Snap IT has expressly agreed otherwise in writing with the Client the aggregate liability of Snap IT to the Client in respect of any Agreement shall not exceed £1,000,000. 
  4. Where the Client consents to Snap IT contacting third parties on the Client’s behalf, the Client undertakes that any such third party has consented to be contacted by Snap IT and no liability shall attach to Snap IT for so doing. 
  5. The Client undertakes to indemnify Snap IT against any and all loss suffered by it as a result of it following the Client’s verbal or written instructions.

5. Exclusion of Liability for Third Party Items and Hardware

  1. Snap IT will use its reasonable endeavours to maintain the Client’s IT systems in accordance with the relevant Agreement. It will not be liable for failures of equipment or services provided by third parties such as Customer fax machines, Internet service providers, mobile network providers and telecom service providers.
  2. If Snap IT agrees to provide hardware this will be sourced by Snap IT from the original manufacturer or from a distributor or reseller. Unless the parties expressly agree otherwise hardware will be provided with the benefit of the manufacturer’s standard guarantee for that hardware. Snap IT will pass on to the Client the benefit of the manufacturer’s guarantee but otherwise in so far as it is legally possible to do so Snap IT excludes all liability for that hardware. Snap IT will at the request and cost of the Client enforce such rights as it may have against the supplier to Snap IT of that hardware.
  3. If Snap IT provides hardware that is not to be installed by Snap IT the Client must notify Snap IT if there is any defect in the hardware or if it is unable to operate correctly so as to allow Snap IT to raise the matter with the supplier. The Client acknowledges that any failure to do so may invalidate the guarantee or prevent Snap IT from pursuing any remedy that it may have against the supplier or both.

6. Provision of Information

  1. The Client will provide to Snap IT promptly and without charge all such information and cooperation that Snap IT may reasonably require from time to time to enable Snap IT to perform and observe its obligations under this Agreement.

7. Confidentiality and Data Privacy

  1. All information disclosed by the Client to Snap IT under any Agreement (except for information that is in or subsequently enters the public domain other than as a result of a breach by Snap IT of its obligations under the Agreement) is considered confidential.
  2. All personal information that we collect about you will be recorded, used, and protected by us in accordance with applicable data protection legislation and under the terms of this agreement. We may supplement the information that you provide with other information that we obtain from our dealings with you or which we receive from other organisations. 
  3. Snap IT may use such information only for performance of Snap IT’s obligations under this Agreement or in any attempt by both parties to enter into an agreement for products or services. Snap IT may disclose it only to such persons who have entered onto an obligation of confidentiality to Snap IT and who will perform such obligations in so far as they need it for that purpose and may not copy or reproduce it unless such copying or reproduction is reasonably necessary for such use. 
  4. Snap IT will use its reasonable endeavours to ensure that all such personal data or confidential information provided to it is kept confidential. 
  5. Files and documents containing the Client’s confidential information in the possession of Snap IT shall if the client so requires either (a) be returned to the Client or (b) destroyed and erased from Snap IT’s computer systems and a director of Snap IT shall confirm in writing to the Client that this has been done.

8. Independent Contractor Relationship

  1. It is acknowledged and agreed that Snap IT’s relationship with the Client under any Agreement is that of an independent contractor. Neither this Framework Agreement nor any Agreement shall constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the relevant Agreement.

9. Force Majeure

  1. Neither party shall be liable to the other for any loss or damage which may be suffered by the other party due to any cause beyond the first party’s reasonable control including without limitation any Act of God, weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or other labour disturbance.

10. Agreement

  1. This Framework Agreement and any Agreement entered into under it represents the entire understanding between the parties in relation to its subject matter and supersedes all other agreements and representations made by either party, whether oral or written. 
  2. If one or more of the provisions of this Framework Agreement or of any Agreement entered into under it are held by a court of competent jurisdiction to be unlawful, invalid or unenforceable those provisions shall be deemed to be severed from the remainder and the remainder shall continue in full force and effect. 
  3. This Framework Agreement and any Agreement entered into under it may be modified only if such modification is made by a duly authorised representative of the Client and by a director of Snap IT and is either in writing or by such electronic method as Snap IT may from time to time approve.

11. Duration and Termination

  1. This Framework Agreement will remain in effect if any Agreements are still subsisting. If no Agreements are subsisting either party may terminate this Framework Agreement by notice in writing to the other. 
  2. Snap IT may, at its absolute discretion, terminate this Framework Agreement and any or all Agreements made under it at any time and with immediate effect, if it considers that the Client will not adhere to its terms and conditions or those of the Agreement or that the Clients requirements have changed and are beyond the scope of its reasonable capability. 
  3. The Client may at its absolute discretion, terminate this Framework Agreement and any or all Agreements made under it by not less than two months’ notice if (a) after having been received formal written notification of the Client’s complaint Snap IT has failed to provide the agreed level of service within one month of receiving that notification and (b) such failure is not outside the reasonable control of Snap IT (and in particular is not due to a fault or defect in any of the hardware, software or third party services used by the Client). 
  4. Either party may terminate an Agreement with immediate effect if the other party breaches any of its obligations under that Agreement and (in the case of a breach capable of remedy) fails to remedy that breach within fifteen (15) days after the first party gives written notice requiring it to do so. 
  5. If Snap IT or the Client terminates an Agreement, the Client shall be immediately liable to pay Snap IT all payments due or becoming due but unpaid under the terms of that Agreement. 
  6. For agreed services (including support Agreements), the relevant Agreement shall commence on the effective date and shall remain in force through the initial period and then from month to month thereafter, unless and until terminated in accordance with any of the provisions of this Framework Agreement, or by either party giving to the other party written notice of termination at least 1 month before and taking effect on an anniversary date. Before each anniversary date Snap IT may undertake a site survey to ensure that the information held by Snap IT in relation to that Agreement is up to date. If any changes are needed to that Agreement, then a new document shall be presented to the Client reflecting any changes to the Services or charges. The new document will not be considered a new Agreement but an alteration to the Agreement.
  7. Following the completion of the initial term, pricing for services will change according to the then current list pricing for services. Whilst on a month to month commitment, a premium of 20% will be added to the current list price for services until a further minimum term commitment is agreed.

12. Service of Notices

  1. All notices under this Framework Agreement shall be in writing. Notices shall be deemed to have been duly given: 
  2. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or 
  3. when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or 
  4. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or 
  5. on the tenth business day following mailing, if mailed by airmail, postage prepaid In each case addressed to the most recent address or e-mail address.

13. Governing Law

  1. This Framework Agreement and any Agreement made under it shall be governed by and construed and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.