Registered Address

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ICE Support Limited trading as nevetal with a Head Office address of The Gate House, Fretherne Road, Welwyn Garden City, Hertfordshire, AL8 6NS UK.

Company registration: 6202671

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1. GLOSSARY

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In these Terms and Conditions, the following words and expressions shall have the following meanings.

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‘Agreement’ means any commercial contract or transaction mutually enjoined by nevetal™ and a counterparty and all the associated Service Level Agreements, Delivery Schedules, Appendices referenced in the contract all of which are covered by these Terms and Conditions.

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‘Application Software’ (where applicable) means the software for which nevetal™ shall provide any service identified in the Delivery Schedule and / or as notified by the Client in its discretion from time to time which nevetal™ agrees to provide the service for, or any other application software agreed between the parties for which nevetal™ shall provide a supporting service.

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‘Business Day’ means any day which is not a Saturday, a Sunday or a bank or public holiday in England.

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‘Change Control Procedures’ means the procedures for managing any amendments to a Delivery Schedule and related terms of this Agreement, as set out in the Change Control Procedures within that Delivery Schedule.

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‘Client Data’ means all data processed (as defined in section 1(1) of the Data Protection Act 2018) by nevetal™ on behalf of the Client in the course of providing the Services.

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‘Commencement Date’ means the date at the head of any Commercial Contract, Service Level Agreements, Delivery Schedules or Appendices.

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‘Confidential Information’ means subject to Clause 6, any information whether in written or any other form, disclosed or made available by or on behalf of one party to the other party in the course of the discussions leading to contemplation of entering a contract or in connection with the performance of a contract, and which is identified as confidential (or similar) or is clearly, by its nature, confidential, including without limitation, the content of this contract, all Client Data and information relating to Application Software and Intellectual Property Rights.

 

‘Client Equipment’ (if applicable) means all equipment, if any, owned or licensed by the Client or its clients and which shall include that equipment listed in the Delivery Schedule.

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‘Data Centre’ means the nevetal™ location where the Services as set out in the Delivery Schedule and as amended from time to time in accordance with the applicable Change Control Procedures will be delivered from.

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'Data Protection Legislation' means the DPA (including the data protection principles set out in such act), and any secondary legislation made pursuant to and / or related to that act with particular reference to General Data Protection Regulation.

 

'DPA' means the Data Protection Act 2018.

 

‘Delivery Schedule’ means each Delivery Schedule attached to the contract consisting of (if applicable) a Service Specification, Service Level Agreement and Change Control Procedures.

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‘Establishment Term’ means the ensuing period beginning from the Commencement Date and ending with the Ready for Service Date as described in the Delivery Schedule.

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‘Fees’ means all the fees payable by the Client to nevetal™ as set out in the Delivery Schedule.

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‘Fairly Disputed Fee’ means an invoice, charge or fee or part of an invoice, charge or fee in respect of which the Client has a genuine objection and has given nevetal™ written notice of the objection at least 7 days prior to the due date for payment. For the avoidance of doubt the Client must part-pay any amounts shown on an invoice that are not a Fairly Disputed Fee.

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‘GDPR’ means General Data Protection Regulation.

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‘Go Live Date’ means the dates referenced in the Delivery Schedule.

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‘Service Provider’ means ICE Support limited t/a nevetal™.

 

‘Service’ means the service described in the Delivery Schedule.

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‘Implementation Services’ means the deployment and configuration service for the hardware and software to implement a service as set out in the Delivery Schedule.

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‘Intellectual Property Rights’ means any and all patents, trademarks, rights in domain names, rights in designs, copyrights and database rights (in each case whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in know-how and confidential information and all other intellectual property rights of a similar or corresponding character which may subsist now or in the future in any part of the world.

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‘Month’ means a calendar month.

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'Personal Data' and 'Process(ed)' shall have the meaning as defined in the DPA.

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‘Ready for Service Date’ means the date the infrastructure and service environment is made available to the Client.

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‘Reconnection Fee’ means the fee payable in advance by the Client for the resumption of service (charged at nevetal's then current standard rates for time and materials) if the Services are suspended by nevetal™ in accordance with this Agreement.

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‘Service’ means any services set out in the Delivery Schedule including any added through the Change Control Procedures.

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‘Service Specification’ means the description of a service as set out in a Delivery Schedule or appendix thereof.

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‘Service Term’ means the term for which a Service will be provided under this Agreement, as set out in the applicable Delivery Schedule.

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‘Suspension’ means the right of nevetal™ to suspend the provisions of the Services in line with specific provisions of these Terms and Conditions.

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‘Users’ is defined in the applicable Delivery Schedule.

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2. INTERPRETATIONS

2.1. All references to Clauses, Sub-Clauses and Schedules are to Clauses and Sub-Clauses and Schedules to these Terms

and Conditions and all references to Appendices are to Appendices attached to a contract. In the event of any conflict

or inconsistency between the Clauses and the Schedules, the Clauses shall prevail over the Schedules.

2.2. The headings to the Clauses in these Terms and Conditions are for convenience only and shall not affect the

interpretation of this document.

2.3. The singular number includes the plural and vice versa and any gender includes any other gender.

3.

THE SERVICES

3.1. In consideration of payment of the Fees by the Client, and subject to the Terms and Conditions herein, nevetal™ will

provide to the Client the Services in each case in accordance with the provisions of the applicable Delivery Schedule

(including the Service Specification and Service Level Agreement) and in accordance with the other provisions of these

Terms and Conditions.

3.2. nevetal™ will provide each Service for the duration of the applicable Service Term and in line with Clause 14.1.

3.3. For the avoidance of doubt, any licence for any Application Software is and will be made between the licensor of that Application Software and the Client. The Client will be responsible for obtaining all such licences and nevetal™ will provide reasonable assistance and information to the Client in doing this.

4.

USE

4.1. In respect of a service that is restricted to certain named Users (as set out in the applicable Delivery Schedule), nevetal™

shall provide the relevant Service for those Users, and only those Users may access the Service.

4.2. In respect of a Service that is restricted to a maximum number of concurrent Users (as set out in the applicable Delivery

Schedule), nevetal™ shall provide the Service for up to that number of concurrent Users, and no more than that number

of Users may access the Services concurrently.

5.

PAYMENT

5.1. nevetal™ shall invoice the Client for the Fees, and the Client shall pay the Fees, on the terms set out in the applicable

Delivery Schedule. If payment of Fees is dependent upon nevetal™ being in receipt of a purchase order issued by the

Client, the Client undertakes to provide nevetal™ with relevant purchase orders prior to any work being undertaken by

nevetal™.

5.2. nevetal™ may provide to the Client additional services for additional fees as agreed from time to time. Prior to

providing such services, nevetal™ will provide the Client with a quotation using the Change Control Procedures, for the

fees due for the additional services (and any changes to the terms of the existing contract and the Client will decide

whether to approve the fees prior to nevetal™ providing such services).

5.3. Invoices are due for payment within 30 days from date of receipt of a correct and validly submitted invoice. In the event

of non-payment within the specified time limits, save in the case of a Fairly Disputed Fee, interest shall be due

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