Terms And Conditions

The One Point Limited Standard Terms & Conditions of Business August 2024 v.11.0

 The Standard Terms & Conditions apply to all services supplied by TOP.

The Managed Support Services Agreement applies to IT Support Agreements only.

1. Definitions & Interpretations

1.1 In these conditions:

• Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and The One Point.
• “Agreement” means the legal and binding Agreement between the Customer and The One Point for the supply of Goods and/or Services in accordance with these Conditions.
• “Customer” means the person or company or organisation whose order for Goods and/or Services is accepted by The One Point.
• “Goods” means the goods which The One Point sells to the Customer under these Conditions.
• “Quotation” means the quotation for the Goods and Services provided to the Customer by The One Point whether written or oral.
• “Services” means any services provided to the Customer (including all of them or any part of them) under a Contract.

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• “The One Point” means The One Point Limited and The One Point (West Yorkshire) Limited

  2. Making the Contract

2.1 Each Quotation will be deemed an offer by the Customer to buy the Goods and/or Services in accordance with these Conditions. The Agreement is made when the Quotation is accepted by the Customer either in writing or orally.

2.2 The Agreement is subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.

2.3 No variation of these Conditions shall be binding unless agreed in writing between the authorized representatives of the Customer and The One Point.

3. Provision of Goods and Services

3.1 The quantity, quality, and description of and any specification for the Goods and Services shall be those set out in the Quotation.

3.2 The One Point reserves the right to make any changes in the specification of the Goods and/or Services which are required to conform with any applicable legal or regulatory requirements or which do not materially affect their quality or performance.

3.3 No order which has been accepted by The One Point may be cancelled by the Customer except with the agreement in writing of The One Point.

4. Price of the Goods and Services

4.1 The price of the Goods and Services shall be the price set out in the Quotation. All prices are exclusive of VAT and other applicable taxes.

4.2 The One Point reserves the right to increase the price of Goods and/or Services to cover any increase in the cost due to factors beyond its control, any changes requested by the Customer, or any delay caused by the Customer.

5. Terms of Payment

5.1 The One Point shall be entitled to invoice the Customer for the price of Goods at point of order, and Services on or at any time after delivery, unless otherwise agreed.

5.2 The Customer shall pay the price of the Goods and/or Services within 7 days if not paying by Direct Debit, or 30 days from the date of the invoice if paid by Direct Debit, unless otherwise agreed.

5.3 If the Customer fails to make any payment on the due date, The One Point can charge interest at 4% per annum above Barclays Bank PLC base rate until the amount is paid in full.

5.4 If any Customer late payment or debt is passed for collection, via a third-party debt recovery specialists, The One Point reserves the right to charge 15% plus VAT on the unpaid amount.

5.5 Payments shall be made by Direct Debit unless otherwise agreed. Non-direct debit Customers will be charged £4.50 per month for electing for alternative payment terms.

5.6 All invoices are submitted electronically. The One Point do not provide paper invoices.

6. Delivery

6.1 Delivery of the Goods shall be made by the Customer collecting the Goods at The One Point’s premises or by The One Point delivering the Goods to the Customer’s premises.

6.2 Any dates quoted for delivery are approximate only, and The One Point shall not be liable for any delay in delivery howsoever caused.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery.

7.2 Ownership of the Goods shall not pass to the Customer until The One Point has received in cash or cleared funds payment in full.

8. Warranties and Liability

8.1 The One Point warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects for a period of 12 months from the date of delivery.

8.2 The Customer shall indemnify and hold harmless The One Point against all liabilities, costs, expenses, damages, and consequential losses suffered or incurred as a result of the Agreement.

10. Early Termination Fees and Notice Period

10.1 The Customer may terminate the Agreement by giving 90 days’ written notice.

10.2 If the customer terminates their services with The One Point before the Agreement ends, they shall be liable for early termination fees equal to the remaining term at full price.

11. Retention of Title for Unpaid Invoices

11.1 The One Point keeps ownership of all hardware and software until all invoices are fully paid, including any outstanding mobile phone rentals or early termination fees either due directly to The One Point or the mobile network directly.

11.2 If the Customer fails to make payment, The One Point may enter the Customer’s premises to recover such hardware or software.

12. Security Recommendations

12.1 The One Point may make recommendations related to security or cyber security which the Customer must not ignore. Failure to follow these recommendations may result in additional charges.

13. Updates to Terms and Conditions

13.1 The One Point reserves the right to update these Terms and Conditions from time to time. Customers will be notified of any changes in writing or via email.

14. Commencement of Agreement

14.1 The Agreement commences upon Goods or Service Delivery. If the services starts later, the agreement start date begins on that later date.

15. Price Increases

15.1 The One Point may vary all or any of its charges by no more than £5 per month annually for each IT Endpoint covered under an IT Agreement or a VoIP User or Associated Service under an Agreement on its anniversary. The One Point can also add a charge for a cyber-protection mandated product widely acknowledged as a minimum requirement to protect a Customers data or network from ever emerging cyber threats.

15.2 Prices for subscription or SaaS services may change from time to time as they are set by suppliers. The One Point will provide 30 days’ notice of any changes to pricing for such services.

16. Backup Responsibility & Charges

16.1 The Customer is responsible for supporting the process of checking backups to ensure they are successful. The One Point will monitor daily backup logs and provide recommendations, but the Customer must act on these to ensure that the data scope is correctly identified and covered.

16.2 Unless otherwise agreed, excess charges for Customer’s data back up charges, over and above Agreement limits, will be charged at £0.20 per GB.

17. Data Protection

17.1 By placing a Quotation, the Customer allows The One Point to use the Customer’s personal details for the purposes of supplying the Goods and performing the Services (including passing the Customer’s details on to subcontractors) and for marketing purposes.

18. General

18.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business.

18.2 The One Point may transfer, assign, hold on trust, license, or sub-contract all or any part of its rights or obligations under any Agreement.

18.3 Each Agreement is personal to the Customer and the Customer may not transfer all or any of its rights or obligations under any Agreement without the prior written consent of The One Point.

18.4 Neither party intends that any of the terms of any Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

18.5 No waiver by The One Point of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any provisions.

18.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

18.7 Any dispute arising under or in connection with these Conditions and any Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

Standard Incidents and Prioritisation Times

Escalation Procedure

Should circumstances dictate that Customer requests an escalation to expedite an incident. This may be logged with The One Point helpdesk. The escalation will be logged and reported to the IT Operational Lead who will assume ownership and decide on the best course of action. Updates will be provided to the person raising the escalation and The One Point account manager will be advised on the situation.

Fully Managed Support Services Service – For IT Support Agreements Only

1 The Customer may report faults by telephone as directed by The One Point Limited. Faults reported will be logged. Unless expressly agreed between parties and included in this agreement, “response” means to commence troubleshooting faults reported by telephone within 1 hour from the time this initial call was logged with The One Point Limited and commencement of fault diagnosis. Fault diagnosis and resolution may be by remote access, telephone assistance or technicians dispatched to site at The One Point Limited discretion.

2 Following diagnosis of the fault, The One Point Limited will work to correct the fault to maintain the Equipment as is, repairing or replacing faulty components as necessary. Components removed and/or replaced are not covered under this agreement. All parts will be supplied once pre agreed either verbally or in writing between The One Point Limited and the customer. All hardware will remain the property of The One Point Limited until their cost has been settled in full.

3 The engineer will continue to work to resolve the fault outside the Cover Period subject to arrangement with the Customer.

4 In the event that the failure on the failing item of Equipment designated in this agreement as being subject to Total Cover support is due to an unforeseeable loss of the item of equipment (e.g. fire, flood, theft etc) then The One Point Limited will provide a Recovery Unit (which may not be identical equipment to that being replaced but may be of equivalent or better specification) to the Customers site, or a pre-agreed recovery site within 8 hours of notification in order to assist the Customer in replication of its IT installation.

5 In the event that Recovery Units are provided, the Customer agrees to use all reasonable endeavours to ensure that the circumstances leading to the unforeseen loss of the item of equipment are either rectified as soon as possible and/or that alternative arrangements are made. This would apply whether the loss is to be rectified by way of claim under relevant insurance or not.

6 Such Recovery Units provided will be at the disposal of the Customer for a primary period of 21 days, during which there will be no further charge for the use of the Recovery Unit. In the event that the Customer requires use over and above the 21-day primary period then, subject to availability confirmation from The One Point Limited, the Recovery Unit will be subject to a rental of 50% of its Annual Support Charge per week or part thereof.

7 We would recommend that this service forms part of a current and valid contingency plan and that scheduled tests of the plan are performed on a regular basis and that the Customer ensures that The One Point Limited is in possession of the latest information and configuration of the equipment to be recovered. Where configurations have changed and these have not been notified to The One Point Limited or where testing has not been carved out, The One Point Limited will use all reasonable endeavors to fulfil its obligations under this Agreement but will not be bound by the time constraints herein.

8 Testing and validating contingency plans must be scheduled with The One Point Limited and may be charged at normal rates.

9 Loan equipment or recovery units provided by The One Point Limited shall always remain the property of The One Point Limited.

10 In the event that The One Point Limited reasonably considers that an item is beyond economic repair then The One Point Limited will advise the Customer and remove the item from the Schedules whilst offering a refund of the pro rata proportion of the Charges for that item or else replace the item at a price agreed with the Customer either verbally or in writing.

11 The One Point Limited reserves the right to charge at normal time and material rates where the Customer requests The One Point Limited to upgrade Equipment from its original specification or where faults in equipment are not evidenced at the time of the visit by the service engineer.

12 The customer must install and maintain any communication links deemed required by The One Point Limited for the function of main and alternate backup routes for remote access to server systems only during the term or this agreement.

13 The One Point Limited will monitor daily backup logs for faults and may provide recommendations due to information found in these logs. The One Point Limited will not be liable for time and associated cost for loss incurred whatsoever due to any systems in direct consequence of a failure to act on these recommendations. The One Point Limited will provide such recommendations in writing which will be held on record at The One Point Limited.

14 The One Point Limited will restore server data and systems where data for such systems is current and available. The One Point Limited will not be liable for time and associated costs incurred for disaster recovery where the data is incomplete, out of date, or unavailable due to failure to follow routines specified by The One Point Limited in this Schedule. The One Point Limited will not be liable for costs incurred due to loss in continuity of business services where restored data is incomplete, out of date or unavailable.

Terms and Conditions of Managed Support Services Agreement

Under this Agreement The One Point Limited shall perform the Service on the Equipment and software as detailed in the Schedules to this Agreement in accordance with the Terms and Conditions herein together within included schedules which also form a part of these Terms and Conditions.

In this Agreement (which includes the Schedules) the following words and expressions shall where the context so admits is deemed to have the following meanings:

“Charges” means the annual amount payable by the Customer for the Service as detailed in Schedule A and subsequent amendments.

“Commencement Date of the Service” means the date upon which the Service shall commence and the date from which the Charges shall apply which are stated in this agreement.

“Cover Period” unless stated otherwise in the Schedules the cover period within which the Customer may receive Service under this Agreement will be 0800 to 1700 hours Monday to Friday, excluding such Bank and Public Holidays which operate in the country in which the Customer’s Premises are based.

“Customer” means the party as detailed in this Agreement.

“Customer’s Premises” means the address or addresses of the place or places, as detailed in this agreement (and their agreed revisions from time to time), where the Customer operates the Equipment.

“Equipment” means the items of equipment as detailed in this Agreement.

“Response” means the maximum elapsed time from the time at which the fault call is logged by the customer with The One Point Limited to the time that an engineer commences troubleshooting to resolve the fault either by telephone, remote access or dispatch of a technician to site.

“The One Point Limited” means the party as detailed in this Agreement.

“Service” means the services described within this Agreement and referred to in the Schedules and form part of these terms and conditions.

REMOTE ACCESS AND TELEPHONE SUPPORT SERVICES

1.1 The Customer may report faults by telephone or by raising a support ticket as directed by The One Point Limited. Faults reported will be logged. Unless expressly agreed between parties and included in Schedule A, “response” means to commence troubleshooting faults reported by telephone within 1 Hour from the time this initial call was logged with The One Point Limited and commencement of fault diagnosis. Fault diagnosis and resolution may be by remote access, telephone assistance or technicians dispatched to site at The One Point Limited discretion.

1.2 A detailed description of the service to be provided under this Agreement is contained within Schedule A.

1.3 Additional equipment and/or additional users may be added to this Agreement as the Customer may request from time to time provided that such additional equipment and/or additional users is acceptable by The One Point Limited for inclusion within this Agreement. For the avoidance of doubt the inclusion of additional equipment and/or additional users within this Agreement shall be deemed to be a variation of this Agreement and shall not be deemed to be the creation of a new agreement. The Charges for any additional equipment and/or additional users shall be invoiced pro rata from the date of addition up to the date that the next invoice is due. Thereafter the additional Charges shall be consolidated with the main invoice.

1.4 Equipment may be removed from this Agreement as the Customer may request on 60 days prior written notice provided always that such removal of Equipment does not cause the revised Charges under this Agreement following removal of Equipment to fall to less than 50% of the Charges at the Commencement Date of the Service without the consent of The One Point Limited. The Charges for Equipment removed shall be adjusted pro rata from the date of removal up to the date that the next invoice is due.

1.5 The One Point Limited reserves the right to charge at normal time and material rates where the Customer requests The One Point Limited to upgrade Equipment from its original specification or where faults in equipment were present prior to the commencement of this contract. A list of known issues that require a fix is included in Schedule A. A separate quotation will be supplied to deal with these issues, unless otherwise agreed.

SUPPORT

2.1 The One Point Limited undertakes to provide the Customer with assistance to Operating and Application software, Server, Workstation and Network Hardware queries as referred to in Schedule A by telephone. The One Point Limited will also provide Advice, Asset listing and the management of Licences and Warranties.

2.2 The One Point Limited Undertakes to provide the Customer with support on 3rd party hardware and software drivers for such hardware for equipment items listed in associated schedules.

CUSTOMERS OBLIGATIONS

3.1 The Customer shall provide full and free access to the Equipment for the purposes of performing the Service together with such information and assistance as is reasonably required by The One Point Limited to enable it to perform its obligations under the terms of this contract.

3.2 The Customer shall make available to the Support Engineer consumable materials (e.g. paper) that may reasonably be requested in order to perform the diagnostic tests.

3.3 The Customer shall be responsible for ensuring the Equipment and any removable magnetic or optical media is cared for and operated in accordance with the manufacturers Recommendations.

3.4 Where recommendations from The One Point Limited to resolve faults and/or improve performance are not followed, The One Point Limited reserve the right to charge at time and materials to recover cost incurred to resolve/remedy the issue on behalf of the client.

3.5 During the period of this Agreement and for a period of twelve months from termination of this Agreement for any reason, the Customer will not employ or offer employment to any person employed by or acting on behalf of The One Point Limited. If the Customer is in breach of this condition, the Customer recognises that The One Point Limited will suffer substantial loss and will reimburse The One Point Limited for such loss.

THE CHARGES

4.1 The Charges under this Agreement shall be paid by the Customer in pounds sterling by equal Quarterly payments in advance from the Commencement Date of Services. Charges are stated net and therefore shall be subject to the addition of Value Added Tax (VAT) and any other similar taxes which UK Government legislation may apply to this Agreement from time to time.

4.2 If any sum due from the Customer shall not be paid within the payment terms agreed herein, then The One Point Limited shall be entitled, on written notice, to suspend the Service without adjustment to the Charges until such time as any amounts due shall have been paid.

4.3 The One Point may vary all or any of its charges by no more than 10% per annum, any increase to take effect on each anniversary of the contract start date. Any service and support invoiced after an anniversary will be at the new prevailing rate.

4.4 Some of our pricing for subscription or SAAS may change from time to time as they are set by our suppliers, e.g. Microsoft 365 (Office 365). Cloud and Hosting Services. We will provide 30 days’ notice of any changes to pricing for such services.

PERSONNEL

5.1 The Customer will take all reasonable precautions to protect the health and safety of all personnel provided under this Agreement including where practical ensuring the presence of a Customer representative in the area where the Equipment is operating during the performance of the Service.

5.2 The One Point Limited’s personnel provided under this Agreement will remain under the management of The One Point Limited.

5.3 The One Point Limited shall take all reasonable precautions to ensure that its employees shall retain in complete confidence any information, or trade secrets of the Customer, its business or its clients of which they shall become aware as a result of performing their duties under this Agreement.

5.4 If full payment is not made within our terms, then collection will be passed to our third-party debt recovery specialists where a charge of 15% plus vat will be incurred on the unpaid amount. Additionally, Statutory Interest will also be applied to the unpaid amount

LIMITATIONS OF THE SERVICE

6.1 The following exclusions apply to the performance of the Service:

6.2 Corrective maintenance repairs that are required as a direct consequence of; neglect by the Customer, equipment not subject to this Agreement, accident, failure of air conditioning plant, failure of electrical supply, lightning strike, act of sabotage, fire, flood or any causes other than normal use or as a consequence of unauthorised attempts by persons, other than The One Point Limited’s service engineer, to repair, upgrade, maintain, relocate or modify, the Equipment.

6.3 The replacement of batteries including UPS batteries, CRT’s for monitors, portable computer screens, print heads, consumables defined as such by the manufacturer and work required due to keyboard and mouse hardware faults.

6.4 Supply of consumable operating supplies (including printer character bands), media, staples, paper, toner kits (unless Print Services are purchased by the Customer), cleaning and user maintenance kits for laser printers, accessories, or cosmetic finishing of the Equipment.

6.5 Clearance of customer data held on any Equipment, Equipment relocation and Excess Pages.

TERM OF AGREEMENT

7.1 This Agreement will be effective from the Commencement Date of Services and will continue for the Minimum Term (as highlighted within the quote above), after which the provisions of this Agreement will continue to apply for further 03 calendar month at the current Charges until terminated by either party serving not less than 03 calendar months’ notice in writing to the other party to expire on the anniversary date of the Commencement Date of Services.

7.2 Either party may without prejudice to any other rights forthwith terminate this Agreement by notice in writing to the other party if the other party becomes bankrupt, insolvent, or goes into liquidation (other than for the purpose of amalgamation or reconstruction) or makes any composition with its creditors or has a receiver or administrator appointed of the whole or any part of its assets.

LIMITATION OF LIABILITY

8.1 The One Point Limited’s liability to the Customer in respect of claims for direct physical damage to the Customer’s property at the Customer’s Premises (excluding data) arising as a direct result of the negligence of The One Point Limited’s employees in the performance of this Agreement shall be limited to £1,000,000 for any one event or connected events.

8.2 The One Point Limited’s liability to the Customer in respect of claims for direct physical injury to, or death, where such is attributable to the negligence of The One Point Limited’s employees is £1,000,000.

8.3 The One Point Limited shall not be liable for any indirect or consequential losses arising out of its performance under this Agreement (except as provided for in clause 8.2 herein) including but not limited to pure economic loss, anticipated profits, revenues, anticipated savings, loss of clients, goodwill, business opportunities, wasted overheads, loss or corruption of data, software or configurations wherever held or any other losses not flowing directly and naturally from the performance of this Agreement.

8.4 Save as otherwise provided in clauses 8.1 and 8.2 above, the total liability of either party under this Agreement for all claims made by the other for loss or damage suffered, however that liability arises, shall be limited to 125% of the annual sum paid or payable under this Agreement.

RANSOMWARE AND CYBERSECURITY INCIDENT RESPONSE

9.1 In the event of a Ransomware attack or any other significant cybersecurity incident affecting the Customer’s environment, The One Point shall respond with urgency in line with its obligations to address Critical Priority 1 (P1) incidents, including undertaking initial triage, containment measures, and identification of the nature and extent of the incident.

While initial incident identification and urgent containment actions may be carried out as part of the standard support service, the Customer acknowledges and agrees that the following services fall outside of standard support and will be chargeable at The One Point’s prevailing rates (unless a separate pre-agreed rate has been formally agreed in writing):

• Recovery and restoration efforts, including the rebuilding of systems, devices, or infrastructure
• Extended investigative work beyond initial identification, including forensic analysis
• Liaison and coordination with third parties such as solicitors, insurers, regulators, or law enforcement
• Ongoing stakeholder engagement and incident communication support
• Root Cause Analysis (RCA) and post-incident reporting
• Any remediation actions required to bring the IT estate to an acceptable security or operational standard if found to be deficient prior to the incident

The Customer further acknowledges that in the event of a ransomware or similar critical incident, The One Point’s standard Service Level Agreements (SLAs) may be suspended or adjusted where the scale, complexity, or security impact of the event materially affects response or resolution timelines. In such cases, The One Point will act in good faith to prioritise recovery and communication efforts but cannot guarantee adherence to standard SLA timeframes.

For the avoidance of doubt, any such incident does not waive, limit, or transfer the Customer’s responsibilities as outlined elsewhere in this Agreement, including but not limited to obligations relating to data protection, security practices, user behaviour, and backup integrity. The Customer remains accountable for fulfilling its contractual responsibilities before, during, and after any incident response activity.

BREACH OF AGREEMENT

10.1 If either party shall be in default of its obligations under this Agreement then such default may be considered by the other party to be a Breach of Agreement. Failure to remedy such Breach which has continued for 30 days after receipt of written notice thereof shall entitle the other party to terminate this Agreement summarily and without prejudice to the party’s rights and remedies existing at the date of termination. Any outstanding sums due under the Agreement for the remaining term of this contract will become immediately payable.

GENERAL TERMS

11.1 The terms and conditions of this Agreement shall prevail in the event that there shall be any variance with the terms and conditions of any order submitted by the Customer for the Service.

11.2 No person who is not a party to this Agreement may enforce any term of it and the Contracts (Rights of Third Parties) Act 1999 is excluded to the fullest extent permitted by law.

11.3 All written notices required under this Agreement shall be served at the address shown in this agreement (or such other address as notified in writing to the other party) by recorded postal delivery or timed facsimile transmission.

11.4 All conditions or warranties of any kind (whether express or implied, statutory or otherwise) concerning the quality or fitness for purpose of the Service are, so far as possible, excluded.

11.5 The One Point Limited or the Customer shall not be liable for any delays in meeting any of their obligations under this Agreement, where such is due to causes beyond their reasonable control.

11.6 Neither party shall assign or otherwise transfer this Agreement other than to a member of the same group of companies, whether in whole or in part, without first giving the other party prior written notice of such intended assignment or transfer.

11.7 This Agreement sets out the entire agreement between the parties. All prior agreements, statements, understandings, representations (unless made fraudulently) and negotiations, either written or oral, are superseded by this Agreement, from the date of commencement of this agreement stated in Schedule A.

11.8 This Agreement shall be governed by the Laws of England and the parties hereto agree to submit to the exclusive jurisdiction of the English Law Courts.

11.9 Commission Disclosure Statement – In relation to the arrangement of your finance lease, we may receive a commission or other form of payment from the leasing provider. This commission may be a fixed amount or a percentage of the amount financed and is agreed between us and the finance provider.

The existence of this commission does not influence the rental terms you are offered. If you would like more information regarding the nature or amount of the commission we receive, you may request this at any time.

Contact Information: The One Point Limited The View, Bridgehead Business Park, Hessle, Hull, HU13 9GD Tel: 0333 247 6000 Email: help@theonepoint.co.uk

Web: www.theonepoint.co.uk DATA PROTECTION NUMBER Z1807161 Registered in England 5450844 | VAT Registration No. 859 4480 78