Last Updated: 31/10/22

CONTRACT AND STANDARD CONDITIONS

Term and Duration

The Client has requested that Tetrabyte provide certain services to the Client.

This Contract is entered into between the parties for the supply of Services by Tetrabyte to the Client as further detailed subject to the provisions in this document.

This Contract shall come into force on the date shown as the Commencement Date on the clients original contract, for an initial period of 90 days, and shall continue in full force and effect on a continuous rolling calendar monthly basis until terminated in accordance with the provisions in this Contract.

Notice must be in writing. One full calendar month is required to terminate this agreement. The calendar month runs from the first day, until the last day of each month. Notice to cease services must be given before the 1st day of each calendar month. Notice given from the 1st day of each month onward will automatically continue service through to the following month.

Example
1. Notice given on the 31st January, the service will cease on the 28th February
2. Notice given on the 2nd February, the service will cease on 31st March

Tetrabyte and the Client agree to be bound by this Contract and Conditions in respect of the supply of the Services by Tetrabyte to the Client. The Client acknowledges that it has read this Contract and Conditions and understands and agrees to be bound by them.

The client acknowledges that this Contracts and Conditions may be updated at any time and come into effect after one full calendar month or at the start of any new contract or service provided. Updated versions will be published at https://www.tbyte.com/terms and the client should check for updates each calendar month.

As this document contains confidential information of Tetrabyte, except as allowed by law, it must not be disclosed in whole or part to any third-party without Tetrabyte’s written consent.

1. Services

1.1 The Client pursuant to the Contract engages Tetrabyte (and any authorised assignee) to provide the Services to the Client and Tetrabyte agrees to provide the Services for the Term upon the terms and subject to the conditions of the Contract.

1.2 All proposals made, quotations given, instructions accepted and contracts entered into by Tetrabyte with any person for the supply of the Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Client.

1.3 Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply Tetrabyte with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable Tetrabyte to provide the Services in accordance with the Contract including remote service access to the client at all times.

1.4 The Services shall be performed at such times as Tetrabyte shall in its sole discretion decide.

1.5 In order to enable or facilitate Tetrabyte to comply with its obligations under this Contract the Client, in particular but without limitation to the foregoing, shall at all times:

1.5.1 promptly and fully respond to all communications of Tetrabyte relating to the provision of the Services and to liaise with Tetrabyte on matters relevant to the provision of the Services;

1.5.2 provide proper and clear instructions to Tetrabyte in respect of its requirements in relation to the Services, any Additional Services or in connection with the Contract;

1.5.3 pay Charges promptly when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force;

1.5.4 allow such access to the Site and the Equipment and Software as Tetrabyte shall reasonably require for provision of the Services;

1.5.5 carry out any day to day maintenance recommended by the manufacturer of the Equipment and Software;

1.5.6 co-operate with Tetrabyte and supply Tetrabyte all documentation, passwords, usernames, printouts, records, service history for the Equipment and Software and other relevant information necessary for Tetrabyte to provide the Services;

1.5.7.1 provide Tetrabyte upon request any disks, CD’s, tapes or other media required;

15.7.2 provide Tetrabyte upon request any relevant licensing keys/codes as may be required;

1.5.8 ensure that the site is a safe working environment for Tetrabyte meeting all health and safety requirements whether under statute, regulations, other legislation or recognised codes of practice;

1.5.9 where necessary for Tetrabyte to provide the Services, consent to and allow the installation of a modem link between Tetrabyte and the Client’s server via VPN, software or any other method Tetrabyte require at the time;

1.5.10 provide full and accurate information regarding their existing Equipment, Software and facilities;

1.5.11 inform Tetrabyte in writing within 7 (seven) days of any change in the Site and/or the Equipment and/or the Software;

1.5.12 provide a minimum of 48 hours (excluding weekends) notice of changes affecting Tetrabyte’s ability to deliver the Services.

1.5.13 the Client shall afford Tetrabyte (and Tetrabyte alone) such access to the Client’s information or records and other materials relevant to the Services as Tetrabyte may require in connection with or to provide the services.

1.6 Tetrabyte does not warrant, guarantee or undertake on behalf of any third party supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.

2. Agreed Services with Description

2.1 Remote Control:
Remote Control of servers or workstations to resolve ‘non application specific’ issues. In the event we cannot Remote Control any computer system, the said computer system will be couriered to Tetrabyte. The courier cost will be invoiced to the client; this is covered by the terms of this Contact.
Any service not covered under the above will be considered Additional Services work and a separate quotation can be arranged if required. Faulty hardware fix issues will be quoted separately, if desired by the Client.

2.1.1 Remote Access Software
The customer consents that Tetrabyte may install our remote access software onto any device that we have been requested to support. This installation may remain after our engineer disconnects and may continue to collect data about your device and usage. This data will only be used for the purposes of providing our IT Support Service to your organisation. Further details about what is collected and how we share your data can be found in our privacy policy. If the customer wishes for the software to be removed, they may place this request to our support team or follow the instructions provided on this link. For absolute clarity, this may include personal/Non Business owned devices Tetrabyte are asked to provide support on.

2.1.2 Remote Access and Privacy
Customers should save and close sensitive information from their devices before contacting Tetrabyte support. Our engineers will connect onto your device where they can see and manage the system to resolve the reported issue. Any information exposed to the Engineer will be covered by our Data Security and Privacy Policies.

3. Charges

3.1 Subject to any special terms agreed in writing by the parties, the Client shall pay the Charges and any expenses together with such additional sums which are agreed between Tetrabyte and the Client for the provision of the Services and any Additional Services.

3.2 The Client shall be liable for costs incurred as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.

3.3 If any Tetrabyte Engineer or representative of Tetrabyte are requested to attend or courier to carry out a job, be present at a meeting or for any other reason, and if they are either turned away, unable to carry out said job or meeting due to the Client, or the Client simply ‘forgets’ thus rendering Tetrabyte’s Engineer/ representative unable to fulfil the reason for the requested on-site visit, the Client will be liable for a payment of £90 for every such occasion. If Tetrabyte are required on-site, this is an additional service, and will be quoted for in advance.

3.4 Tetrabyte shall be entitled to vary its standard Charges from time to time by giving not less than one calendar month, written notice to the Client.

3.5 All Charges and sums quoted payable by the Client under the Contract are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.

3.6 The Charges and any additional sums payable shall be paid in full by the Client into such account as Tetrabyte shall reasonably instruct (together with any applicable VAT and without any set off or other deduction whether for withholding tax or otherwise) immediately upon receipt of Tetrabyte’s invoice.

3.7 The Client will pay the set monthly fee by Standing Order/Direct Debit on the 1st of every month in advance, if services commence part way through a month the client will be invoiced separately under Additional Charges, calculated pro-rata by the amount of days prior to the first of the month. Any Additional Charges or expenses together with VAT at the rate prevailing of £200 or over shall be paid in advance via Direct Debit, BAC’s or cheque upon delivery of said Hardware, Software or Additional Services. Any Additional Charges below £100 shall be paid in full immediately upon receipt of Tetrabyte’s invoice, alternately payment may be taken via Direct Debit.

3.8 If payment is not made on the due date, Tetrabyte shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 5% above the base rate from time to time of Santander UK plc from the due date until the outstanding amount is paid in full.

3.9 Tetrabyte will not be obliged to provide Services unless all fees and disbursements due to it in relation to the provision of the Services are fully paid and up to date.

3.10 All prices shown will be subject to annual review and may increase or decrease in line with UK inflation rates. You will be fully consulted prior to any price changes.

3.11 Under sections 17 and 19 of the Sale of Goods Act 1979, Tetrabyte will retain title to goods supplied until payment for the goods is received in full. Tetrabyte reserves the right to enter the client’s premises to recover goods supplied if payment becomes overdue. In situations of insolvency, all debts for services become payable immediately, and all items supplied that have not been paid for in full must be returned, without delay.

4. Fees

4.1 The Client will pay Tetrabyte the Fee for the Services as per the Clients Agreement.

All prices are excluding VAT.

Any Additional Server (s) and/or PC’s and/or Mobile Devices we support/are requested we connect to, are sold as detailed below and will be automatically charged in addition to the above Minimum Base Rate Fee. Devices may be added to your contract at any time, we will accept any request by any member of staff to support a new device as a request to include this device in your remote support Contract. Once added a computer cannot be removed from support for a minimum of three months from the last support session unless lost, stolen, sold or replaced. It is the duty of the organisation to ensure staff are aware which computers and devices they are allowed to request support for.

5. Materials

5.1 The property, copyright and any other intellectual property rights in any Client Material shall belong to the Client. The property, copyright and any other intellectual property rights in any Tetrabyte Material shall belong to Tetrabyte, subject only to the right of the Client to use the Tetrabyte Material during the Term.

5.2 The Client warrants that any Client Material and its use by Tetrabyte for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify Tetrabyte against any loss, damages, costs, expenses or other claims arising from any such infringement.

6. Confidential Information

6.1 The parties agree on the following terms not at any time during the Term to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this Contract.

6.2 All information (including, without limitation, the terms of the Contract, business and financial information, Client and vendor lists and pricing and sales information) disclosed by either of the parties to the other party pursuant to the Contract shall be confidential.

6.3 The Client specifically undertakes at all times to keep confidential any Tetrabyte confidential information (including this document, the lists or specific Client details and information relating to Tetrabyte’s business or affairs) confidential and specifically not to disclose (whether or not for profit) such list or information to any competitor of Tetrabyte or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Contract.

7. Warranties and Liability

7.1 Tetrabyte warrants to the Client that the Services will be provided using reasonable care and skill. Notwithstanding any provision to the contrary, any dates, periods or times specified by Tetrabyte in the Contract are estimates only and time shall not be of the essence for the performance by Tetrabyte of its obligations under the Contract.

7.2 Tetrabyte shall not be liable to the Client by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the negligence of Tetrabyte, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client.

7.3 The entire liability of Tetrabyte to the Client under or in connection with the Contract shall not in any event exceed the amount of the Charges paid by the Client for the provision of the Services for the minimum period set out in the Contract.

7.4 The Client agrees to indemnify and keep Tetrabyte fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by Tetrabyte as a result of negligence or any default by the Client (or its employees, agents or representatives) of its obligations however arising in connection with the Services, together with expense, claim, loss or damage which Tetrabyte or any of its employees, agents, sub-contractors and other clients) may suffer due to the negligence or breach of the Client (or its employees, agents or subcontractors).

7.5 Tetrabyte shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Tetrabyte’s obligations under the Contract if the delay or failure was due to any circumstances or cause beyond Tetrabyte’s reasonable control.

7.6 Without prejudice to the generality of the foregoing, circumstances beyond Tetrabyte’s reasonable control shall include act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather, software, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Tetrabyte or of a third party).

7.7 The Client agrees and acknowledges that the allocation of risk in this clause [7] is fair and reasonable in the circumstances having been taken into account in setting the level of the Charges.

7.8 During the course of providing support and/or services Tetrabyte and/or its employees may accept terms and conditions and/or sign documents for various software packages and/or services provided to or owned by you. This is performed on your behalf and you authorise Tetrabyte Staff to perform these actions and agree to be bound by the relevant terms and conditions of any software and or services you use.

7.9 Tetrabyte and its employees shall not be held liable for obligations of the Client, or persons working on behalf of the client, to ensure that they are in compliance with local laws, including but not limited to, complying with, copyright, laws/regulations on data encryption, data transport and data storage (including data protection/gdpr) for any device they have possession of or any technology that they are using on such device. Tetrabyte may deploy technologies and softwares under our recommended best practices to all and any client devices. Clients should seek professional legal advice when travelling to/from or operating outside of England to ensure that they are aware of any relevant legal obligations.

8. Termination and Suspension

8.1. This Contract may be terminated by the Client upon giving not less than one full calendar month written notice to Tetrabyte after the initial period outlined on page one of this contract is required to terminate this agreement. The calendar month runs from the first day, until the last day of each month. Notice to cease services must be given before the 1st day of each calendar month. Notice given from the 1st day of each month onward will automatically continue service through to the following month.

Example;
A. Notice given on the 31st January, the service will cease on the 28th February
B. Notice given on the 2nd February, the service will cease on 31st March

8.2 Tetrabyte may suspend the provision of the Services or terminate this Contract immediately (without liability to the Client) if any of the following events happen:

8.2.1 the Client fails to make any payment under this Contract by the time it is due. Payment is classed as being due on the 1st of each month.

8.2.2 the Client has failed to give, or has given any false or misleading information to Tetrabyte.

8.2.3 the Client presents or has presented a petition for bankruptcy, winding up or for an administration order, or the Client’s partnership dissolves, or a liquidator, provisional liquidator, administrator, receiver or administrative receiver is appointed over the Client or any part of its undertaking, or any similar process occurs.

8.2.4 the Client calls a meeting of, or enters into any arrangement with, the Client’s creditors.

8.2.5 the Client’s use of the Services is likely to cause the whole or part of the said Services to be interrupted, damaged, rendered less efficient or in any way impaired

8.2.6 the Client is in any material breach of this Contract.

8.2.7 if Tetrabyte determines that the primary cause of any problem which substantially impairs or prevents Tetrabyte from performing the Services results from the failure or malfunction of any tools, equipment, facilities, devices or another third party not supplied by Tetrabyte.

8.2.8 if the Site, Equipment and/or Software is changed.

8.2.9 the Client has a meeting with a direct competitor of Tetrabyte and Tetrabyte deem this to be a conflict or a potential conflict of interest.

8.2.10 if the Client or its employees or agents attempts to poach any Tetrabyte Engineer, representative, or other Tetrabyte clients away from said Tetrabyte.

8.3 Termination of telephony and/or broadband services may incur termination charges, these charges are subject to change and a list of current charges are available upon request.

8.4 Upon Termination of all services with Tetrabyte, Support information and files specific to the organisation may be retained by Tetrabyte to assist with the smooth transition of services from one provider to another. Retention of this data beyond the last day of service is at the discretion of Tetrabyte and will not exceed 6 months. Please ensure that you have requested all required data/information before the last day of service.

8.5 Near the end of a contract, clients may request ‘Handover information’ for a replacement service, this shall consist of administrative logins for products and services requested. To prevent a conflict of administration, once these administrative logins have been provided, the customer will not require Tetrabyte to support any issue reasonably assumed to have been caused by another administrator accessing the system.

8.6 Customers are advised to request, check, and test all information provided in the ‘handover’. Assistance of any kind after the termination of a contract may be chargeable.

9. Acknowledgements

9.1 The Client agrees and irrevocably declares and acknowledges that under no circumstances shall Tetrabyte, and the Tetrabyte employees, agents or representatives, be required to take any action which they consider unlawful or improper or which in their opinion may cause any of them to incur any personal liability and such refusal shall be without liability or breach of contract.

10. Notices

10.1 Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose.

10.2 Communications shall be deemed to have been received, if delivered by hand (which shall be deemed delivered on the day of delivery during normal business hours and otherwise at 9.30 am on the next business day) or by recorded delivery post (which shall be deemed delivered three working days after posting).

11. General

11.1 This Contract and Standard Conditions supersede any previous Contract or understanding and may not be varied except in writing between the parties. All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

11.2 Tetrabyte may employ sub-contractors for carrying out any part of the Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees agents or sub-contractors shall provide the Services on behalf of Tetrabyte.

11.3 The Client shall not assign all or any of its rights or obligations under this Contract without the written consent of Tetrabyte. References to the Client include its personal representatives, permitted origins and successors in title. Each party warrants its power to enter into the Contract having obtained all necessary approvals to do so.

11.4 If any provision of the Contract or 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 the Contract or these Conditions and the remainder of the provision in question shall not be affected.

11.5 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the Act referred to.

11.6 Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate.

11.7 Headings to clauses in this Contract are for the purpose of information and identification only and shall not be construed as forming part of this Contract.

11.8 English law shall apply to the Contract and these Conditions, and the parties submit to the jurisdiction of the English courts.

11.9 The Client for the exclusive benefit of Tetrabyte submits to the exclusive jurisdiction of the High Court of Justice in England and waives all rights to object to forum.

11.10 Tetrabyte may quote for additional services to The Client. Confirmation, acceptance or instructions to proceed with quotations, whether written or verbal, will form a binding contract of sale for these good / services. Should the client cancel such an arrangement at a later date or time, the client accepts liability for the full agreed costs of the products or services quoted.

12. Interpretation and Definitions

The following words and phrases shall have the following meanings unless the context requires otherwise:

“Conditions” the standard conditions of this Contract;

“Additional Services” any other services other than the Services agreed to be provided by Tetrabyte to the Client on agreed terms and as shown in this Contract;

“Charges” Tetrabyte’s charges from time to time for the provision of the Services unless otherwise expressly agreed with the Client and specified in this Contract;

“Client Material” any Documents or other materials, and any data or other information provided by the Client relating to the Services;

“Contract” the contract for the provision of the Services to which these conditions are subject to and incorporated;

“Calendar Month” means starting from the first day of the following month;

“Documents” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying other data;

“Services” means the remote IT and administration services to be provided by Tetrabyte for the Client and specifically set out in this Contract;

“Site” the address for access and the address at which the Services are to be provided;

“Term and Duration” the period from the start date to the end date being the minimum period for the provision of the Services as set out in the Contract and continuing thereafter in full force and effect unless terminated in accordance with the provisions of these Conditions;

“Tetrabyte Material” any Documents or other materials, and any data or other information provided by Tetrabyte in connection with or relating to the Services including any targeted press or mailing list;

“Fees” means the fees for the Services as set out in Clause 4, which may be varied from time to time in accordance with this Contract.

13. Technical Support

13.1 Tetrabyte support hours to the Client will be Monday to Friday from 9am – 5pm GMT, exclusive of United Kingdom Bank Holidays.

13.2 For the avoidance of doubt, the parties agree that the Technical Support shall not include the diagnosis and rectification of any fault resulting from:

13.2.1 the improper or unauthorised use operation or neglect of either the Software, or the Client’s equipment;

13.2.2 use or attempted use by an unauthorised user;

13.2.3 the failure by the Client to implement recommendations in respect of or solutions to faults previously advised by Tetrabyte;

13.2.4 any breach by the Client of any of its obligations under the Contract or the non-maintenance of the Client’s equipment howsoever caused.

13.2.5 the use of the Software and Hardware Products for a purpose for which they were not designed.

13.2.6 in the event of any such circumstances of clause 13, additional charges may apply.

14. Consultancy

14.1 Tetrabyte shall provide such consultancy services as the Client shall reasonably request during the term of this Contract.

14.2 Tetrabyte shall, at its sole discretion, agree to provide such extra consultancy or technical support that may be required at its normal hourly rates provided that it receives prior written instructions from the Client.

14.3 Notwithstanding the foregoing provision, in exceptional circumstances Tetrabyte may act on the verbal instructions of the Client whereby the written log kept by Tetrabyte shall constitute the default record.

14.4 The parties acknowledge and agree that in all cases, Tetrabyte reserves the right to demand a payment on account before commencement.

15. Privacy Policy

15.1 Tetrabyte manage client data and data relating to clients customers in accordance with data protection regulations, by agreeing to this contract you agree that your data and that of your customers may be managed by Tetrabyte in order to provide support and service. You agree to inform your staff and customers of such data sharing in accordance with applicable laws/regulation. More information about how Tetrabyte manage client data can be found at https://tbyte.com/privacy-policy-gdpr/

15.2 Clients should be aware that Tetrabyte Support software may be installed on any computer we are asked to provide support for, this software may remain on the computer to assist in support in the future. Information about your machine and is usage may be collected by this software to assist with requests made to Tetrabyte. This software can be removed by the client at any time by the normal software removal process for your operating system

16. Service Specific Terms

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16.1.0 Hosted Voice Telephony – All

16.1.0.1 For the purpose of Hosting, Providing and Supporting the Hosted Telephone Platform and users, Tetrabyte and/or it’s suppliers may access and view personal data for all users and the company as a whole. This may include, Names, Addresses, Contact Numbers, Inbound and Outbound Call Histories, Call Recordings and Voicemails held on the system. The client agrees to inform all users that Tetrabyte may access this data and obtain the appropriate consent from the users for such.

16.1.0.2 Ofcom regulations require that all static telephone handsets have a correctly registered 999/Emergency Services installation address.

A3.6 In order to make accurate and reliable Caller Location Information available to the Emergency Organisations handling the calls to “112” and “999”, a Regulated Provider must comply with the following requirements:
(c) where it provides a VoIP Outbound Call Service:
(i) it must, where its VoIP Outbound Call Service is to be used principally at a single fixed location, recommend its Relevant Customers to register with it the address of the place where the VoIP Outbound Call Service is to be used prior to its activation and update that address information if there is any change; and
(ii) where it has a reasonable expectation that, or has been informed that, its VoIP Outbound Call Service is to be accessed from multiple locations, it must recommend that its Relevant Customers register and update the location information associated with it, whenever accessing the VoIP Outbound Call Service from a new location

The Client is recommended to ensure that Tetrabyte have received in writing a notification if any of the handset addresses change address. Such notification is invalid without Tetrabyte confirmed receipt. If the client fails to inform Tetrabyte of address changes to handsets and receive confirmation from Tetrabyte the notification has been received, the client accepts they will be fully liable to cover any related penalties, costs and damages incurred by Tetrabyte.

16.1.0.3 If the client requests porting of numbers from other service providers, the client confirms that they have the legal right to port such numbers. The client will not request to port numbers they do not have a legal right to port. If the client requests to port a number they do not have a legal right to port, the client accepts they will be fully liable to cover any related penalties, costs and damages incurred by Tetrabyte.

16.1.0.4 The client is notified that any numbers that the client requests to port may cease any related services with alternate providers. This may include services such as Red Care, Alarm lines, Broadband etc.

16.1.0.5 Ofcom regulation require that clients may only display outbound numbers they have a legal right to display. The client agrees not to request the display of any number they do not have a legal right to display. If the client requests to display a number they do not have a legal right to display, the client accepts they will be fully liable to cover any related penalties, costs and damages incurred by Tetrabyte.

16.1.0.6 Hosted VoIP Telephones require an active cabled ethernet based network connection with unrestricted access to the internet, it is the customers responsibility to ensure this is in place at all locations where handsets are required. Tetrabyte recommend this line NOT be shared with a computer due to bandwidth issues that may occur. Although some Tetrabyte Hosted VoIP handsets may be Wifi compatible, this is NOT a supported configuration.

16.1.0.7 Hosted voice services may be provided on variable contract lengths depending upon the services required, contact lengths should be provided on the original service quote and run from the first day of service billed until the end of the contract period. Please ensure you are aware of the relevant contract length before confirming any quotation.

16.1.0.8 Ofcom require customer consent to transfer numbers between providers, by requesting telephony services from Tetrabyte you authorise Tetrabyte and its employees to request the transfer of numbers and sign the Customer Letter of Authority and/or any transfer paperwork on your behalf with the same authority of a senior staff member of your organisation.

16.1.1 Hosted Voice Telephony – Broadworks Platform

16.1.1.1 The HVS ‘5,000 mins per user/seat’ offer is subject to the following fair usage policy.

Fair Usage Policy
Hosted Voice seat licenses include 5,000 mins of calls to UK 01/02 and 03 numbers and UK Mobile Networks (FM1, FM3, FM4, FM5 and FM6).
Minute packages start at 00:01 the day after the user is provisioned, calls made before this time may be billed at out of tariff rates.
Our inclusive FREE Calls Offer is subject to a Fair Use Policy (FUP). The combined number of minutes to UK 01/02 and UK Mobile Destinations (FM1, FM3, FM4, FM5 and FM6) is 5,000 minutes in each calendar month per seat, 03 minutes must not exceed 15% of the total minutes used for that seat and the duration of each call must not exceed 60 minutes. Tetrabyte reserve the right to charge for the total duration of any call type above, with a duration in excess of 60 minutes. Minutes are aggregate across the combined seats on a customers site. For example: if a customers site has 10 seats the combined number of minutes is 50,000 for the site. The 03 allowance applies on a per seat basis.
The Hosted Voice service is provided on the basis that service is to be used by the end user customers and will not be used by automated and non-human operators. Tetrabyte reserve the right to suspend the service without prior notice and/or remove this offer and charge retrospectively for ALL call usage should the terms of the FUP be broken or if we suspect the service is being used to generate AIT (artificially inflated traffic), or if the service is suspected to be used for the involvement in fraud, illegal activity, terrorism and arbitrage.
Should a seat/site exceed the usage limits defined in the FUP, the customer will be notified and be given the opportunity to rectify the usage within the FUP limits. Should any seat or site exceed the FUP in a future month, the 5,000 min calls offer will be suspended and ALL USAGE for the customer site will be rated at the call tariff assigned to the customer for future whole months until the usage fails within the FUP.
Tetrabyte reserves the right to review the Inclusive calls offer at any time giving 30 days’ notice of any change to the reseller or customer.

16.1.1.2  Number porting orders placed after 01/11/2022 will incur porting charges at the following rates, Single Line Port – £10, Multi Line Port – £35, Rates subject to at 1 months notice.

16.2 Mobile Telephony

16.2.1 Mobile Non-Distribution Contracts
These are terms reflecting mobile agreements not made via the Mobile Network Distribution channels.
Please enquire if you are unsure if these apply to you.

16.2.1.1 Fair Usage Policy

Unlimited Allowances
Tetrabytes’ unlimited bundles are truly unlimited where usage is appropriate to subscription type.
Inappropriate usage would be considered as the following:
> Any usage outside normal commercial practice
> Any usage made via automated means (also see Gateway/AIT FUP)
> Any usage that damages or impairs the hosting network
> Any usage considered fraudulent, abusive, illegal or a nuisance
> Data usage where users regularly tether to 12 or more devices or have used 650GB of data twice within
a 6 month period
> Data usage where roaming outside of the UK and exceeding more than 25GB within a single billing period
We may investigate usage in order to ascertain whether your unlimited usage is in line with these guidelines.
In the event inappropriate usage is determined then we reserve the right to restrict services, adjust the plan or
terminate the agreement based on the severity of the misuse.

Gateways/Artificially Inflated Traffic (AIT)
Tetrabyte does not allow SIMs to be used in any equipment which enables the routing of calls or data (including,
without limitation, text or picture messages) from fixed apparatus or standard devices to mobile equipment, by
establishing a mobile to mobile call or transmission. Nor does it allow the use of any equipment which enables the
sending of bulk SMS, voice or data services. Tetrabyte reserves the right to suspend without notice should we believe
that such equipment is being used. During suspension, the liability for any access charges or calls will rest with the
partner.

Roaming
In line with Roam Like At Home legislation, we have introduced a Fair Usage Policy to ensure end user allowances
are being used for purpose whilst roaming.
Policy Terms…
Inclusive roaming services on our mobile tariffs have been built for business users who travel periodically, and not
those who roam across foreign networks on a semi-permanent or permanent basis.
If a customer uses their mobile in destinations outside the UK that qualify for inclusive access to standard bundles
(this includes those countries that qualify for daily roaming services such as World Travel Select and/or legislation
such as Roam Like At Home), and they have spent more time abroad than at home with their roaming use
exceeding their domestic use, we will consider them a permanent roamer and charges will apply in line with our
standard roaming out of bundle costs. Please be aware that roaming activity will continue to be measured over a
four month period.
Please note, Tetrabyte reserve the right to disconnect subscriptions and apply a standard £30 Cease Fee per
subscription, in instances where terminations occur due to breach of listed policies.

Subject to change
Our tariffs are subject to change. Tetrabyte will ensure at least 30 days’ notice is given before any changes
take effect.

16.2.1.2 Disconnection of Mobile Phones on 1 month contracts

Disconnection requests for up to 24 numbers are not be required to pay fees and/or notice periods outside of the agreed minimum term when cancelling. However, a Cease Fee of £30 exc VAT  per connection is payable for disconnection requests of 25+ numbers that have not been active for at least 24 months.

16.2.1.3 Pro Rata Billing and Allowances

Billing and Allowances are based on calendar months, new connections or edits during any month, will be allocated and billed pro-rata for that month.

16.2.2 Mobile Distribution Contracts

16.2.2.1 All contracts will be subject to network credit checks, failure to pass these checks will prevent commencement of the contract. Credit Checks will show up in your credit file.

16.2.2.2 Contracts are made direct between the Client and the Network, a ‘Network Revenue Share’ payment will be paid to Tetrabyte upon sale of the contract.

16.2.2.3 Failure of the Client to fulfil the contract with the Network may result in Tetrabyte being required to repay all or part of the ‘Network revenue Share’ fee. The Client shall be liable for this amount plus 10% to Tetrabyte directly in order to cover administration of the sale and contract.

16.3 Antivirus

16.3.1 Tetrabyte provide a Subscription Antivirus product at additional cost per device covered. This product does not provide a guarantee of the prevention of malware or viruses. The level of protection is a best efforts attempt, Tetrabyte and the Vendor do not warrant that the operation of the services will be error free or provide complete protection for the devices. The service will be subject to the anti-virus providers End User License Agreement and Privacy Policy.

16.3.2 Upon commencement of the service Tetrabyte will work with the client to ensure that all required devices are installed with and provided with the protection of the antivirus product.

16.3.4 Tetrabyte may, upon its best judgement, install the antivirus product to new or additional active devices in the customers environment to ensure the best protection levels for the client. The additional cost will be reflected in the clients monthly billing at the agreed rate per device, should the client wish to not cover the quantity of machines, the client should raise a concern within 14 days of receipt of the invoice.

16.3.5 While clients are free to purchase and install alternate Antivirus products, the client agrees that Tetrabyte are not responsible for monitoring or maintaining products not purchased via Tetrabyte directly.

16.3.6 Anti-virus and/or Anti-spyware software is no longer included in our monthly support or provided for free as part of previous contracts.
Anti-virus protection can be purchased from us at an additional cost and will be subject to the terms in this agreement.

16.4 Microsoft Online Cloud Services (365)

General
16.4.1.1 Additions and removals of licenses will be made on monthly subscription terms by default unless otherwise requested by the client in writing.

16.4.1.2 Every subscription is provided a renewal date based on the original commencement date for that subscription. This cannot be changed. Different commitment periods will have independent renewal dates. Renewal dates for different subscriptions may not align. Subscription renewal dates can be supplied on request.

16.4.1.3 All subscriptions monthly, annually and multi-annual will renew automatically with the same quantities at renew dates unless otherwise requested.

16.4.1.4 Pricing may change upon subscription renewal.

16.4.1.5 Upon commencement of use of any Microsoft Cloud Service the Client agrees to be bound by the Microsoft Cloud Agreement a copy of which can be found at https://aka.ms/customeragreement. The Client agrees Tetrabyte may sign the agreement on the Clients behalf.

16.4.1.6 As a Microsoft Partner providing support for these services, Tetrabyte require the all clients with Microsoft Online Cloud Services supported by Tetrabyte to transfer billing and payment of these services to Tetrabyte at the next renewal of their subscription. Failure to do so when requested may incur an additional support service charge of 30% of the relevant license fees at Microsoft’s RRP and may create delays in providing the support if we have to deal with 3rd parties.

Commitments
16.4.2.1 If you elect to use Annual Contracts as proposed, these will be locked on your account based on the annual renewal date set by Microsoft, you will be able to increase the number of annual licenses paying monthly but you will not be able to decrease this number at any time other than the contract renewal date stated on your invoice.

16.4.2.2 Reductions to annual renewal quantities will need to be requested in writing 14 DAYS BEFORE the renewal date to ensure the renewal is processed correctly.

16.4.2.3 Monthly, Annual, and Multi-year subscriptions will be charged on a monthly basis if appropriate or available

16.4.2.4 Seat counts can be adjusted upward on any commitment term, seat counts cannot be decreased until the renewal of the subscription

16.4.2.5 Mid term increases will be billed in full months.

16.4.2.6 Customer is committing to payment in full for all licenses included in monthly, annual, and multi-year subscriptions.

16.4.2.7 Transfer of a customer subscription to another partner is not supported until the end of the subscription terms as set by Microsoft.

Cancellation
16.4.3.1 Subscription Termination of Service dates may not align with billing cycles and IT Support Termination terms.

16.4.3.2 Termination of Microsoft Online Cloud Services subscriptions must be made with 38 days notice before the renewal date in writing.

16.4.3.3 Early termination of any subscription requires full payment of the remainder of the term.

16.4.3.4 Upon termination of Tetrabyte Support services the full remainder balance of any subscription terms will be due with your last months invoice. You agree that Tetrabyte may withhold providing any support including Global Admin access for a transition to another provider until this balance is paid.

16.5 Broadband

16.5.1 This is subject to Tetrabyte’s Acceptable Use and Traffic Management Policy, and we reserve the right to levy an additional charge for excessive usage.

16.5.2  Services cancelled within 12 months of connection are liable for a ‘Termination of Service Fee’ of £125 per connection.

16.5.3 Services cancelled after 12 months of connection are liable for a ‘Termination of Service Fee’ at £50 per connection.

16.5.4 Tetrabyte aim to provide a high quality, continuous service with reasonable care and skill. The products we resell are not guaranteed to be available at all times. Should a fault occur please raise a ticket with our help desk and we will aim to resolve the fault with the supplier as soon as possible. Connection drops can be a normal part of the service and allow the systems to re-sync to better speeds or higher stability levels, should you experience a significant numbers of drops in a short space of time this can be raised as a fault. Our Wholesale Providers will always try to restore services as fast as they can however, some events beyond their reasonable control may extend repair times, these could be things like fire, flood, weather, epidemic, civil unrest, war or any action taking by a government or public authority or industrial action.

16.6 Backup

16.6.1 While clients are free to purchase and install alternate backup products, the client agrees that Tetrabyte are not responsible for monitoring or maintaining products not purchased via Tetrabyte directly.

16.6.2 The Client is responsible for specifying the selection of data to be backed up and reviewing this as needed.

16.7 Microsoft Azure

16.7.1 Fees for this Service are based on usage and can accrue very quickly if significant usage is made of the Service or a wide range of services are selected and used. We receive usage data from Microsoft 48 hours after the usage occurs, meaning that we cannot immediately identify unusual or excessive usage by you or your Customers. If we identify usage which causes us concern we may temporarily suspend a Customer’s access to the Service and/or notify you of our concern but this cannot be guaranteed.

16.7.2 You are responsible to Microsoft for all usage fees, including those incurred in error, we will be unable to waive our Fees in cases where excessive or unexpected usage has occurred, which may result in you being required to pay Fees that are significantly higher than expected.

16.7.3 The customer agrees that by using Microsoft Online Cloud Services that agree to the Microsoft Customer Agreement found at https://www.microsoft.com/licensing/docs/customeragreement

16.7.4 The Subscription will run for concurrent Subscription Terms, automatically renewing at the end of each Subscription Term unless you notify us otherwise in writing at least 7 days before the end of the subscription.

16.7.5 The Fees will be charged as set out within Microsoft’s Azure Pricing https://azure.microsoft.com/en-gb/pricing/

16.7.6 We monitor your and your usage of the Service to try to identify any unusual or unexpected usage. Be aware however that this is subject to the limitation described at paragraph 16.7.1 above and is intended to assist you but not to be relied upon by you. It is your responsibility to monitor usage and ensure that you do not make usage in excess of what you are able and prepared to pay for.

16.7.7 To protect you, your Customers and ourselves we may (but are not required to) temporarily disable a Customer’s use of the Service if we are concerned about unusual or unexpected usage. In this case we will contact you as soon as reasonably practicable to resolve the issue.

16.7.8 Microsoft offers a service level agreement (SLA), which makes certain service levels commitments to Customers and offers service credits for failure to meet those commitments. If you wish to claim for these credits please let us know and we will pas the claim to microsoft. If we are successful in claiming a service credit from Microsoft, we will apply an equivalent credit (a credit to the same financial value as that received by us from Microsoft) to your next invoice following the date on which we receive the credit from Microsoft.

16.7.9 Products are provided directly from Microsoft. Tetrabyte may attempt to help customers understand the nature of products and features provided however only Product and Service descriptions provided by Microsoft are to be relied upon.

16.8 Fully Hosted Desktop

16.8.1 ‘Hosted Desktop Support’ covers the Microsoft Remote Desktop application, its published features and the Hosted Desktop Environment only. The hardware and local devices are not covered under ‘Hosted Desktop Support’.

16.8.2 Hosted Desktop is subject to the service description at https://learn.microsoft.com/en-us/office365/servicedescriptions/windows-365-service-description/windows-365-service-description

16.8.3 The customer is responsible for ensuring all workstations meet the minimum requirements in order to access the Hosted Desktop, these are published at https://learn.microsoft.com/en-us/windows-365/end-user-hardware-requirements

16.8.4 Where access to shared files outside of the Hosted Desktop is via the Microsoft SharePoint or OneDrive Application, the client is responsible for ensuring all workstations meet the system requirements of this application.

16.9 Data Destruction

16.9.1 Upon receiving instruction to destroy data from a clients hard drive or other media, Tetrabyte may, at its discretion, retain such data for a period of up to 180 days to ensure that all required data has been successfully transferred to the new storage device. The period of time data is retained for shall be decided by Tetrabyte depending upon the circumstances of the request. Should a client wish to modify this arrangement, the client should request either immediate or a specified time period in writing for each data destruction request at the time the request is made.

16.10 uSecure AntiPhishing and Security Training

16.9.1 This is a customer managed service requiring interaction and management from the customers side. Tetrabytes role will be limited to the deployment of the service, demonstrating/assisting the customer in configuring and managing the service as required.

16.9.2 Design of additional campaigns (Email Templates and Landing Pages) by Tetrabyte will incur and additional charge. Such design will be can and will be performed within the limitations of the platforms design capabilities, this may mean that we cannot identically replicate some parts of external systems but will be made as close as possible.

16.11 Cyber Essentials Certification Assistance

16.11.1 Tetrabyte may, for an additional fee, provide assistance to the customer to complete the UK Government Cyber Essentials Certification.

16.11.2 The Client understands that Tetrabyte are not a certification body and cannot guarantee a Pass.

16.11.3 The Client understand that additional products and services may be required to achieve the required standards and these will be quoted and billed in addition to the Cyber Essentials Certification Assistance fee.

16.11.4 The Client understands the Cyber Essentials Certification Assistance fee does not include the cost of the certification itself and the client will be required to buy the certification direct from https://iasme.co.uk/cyber-essentials/cyber-essentials-apply-now/

16.11.5 The Client understands that the answers provided by Tetrabyte are true to the best of Tetrabyte’s knowledge, the certification requires approval of all answers by Board Level personnel who accept responsibility for the accuracy of the answers submitted.

17.Training

17.1 Any training services requested by the Client shall be provided by Tetrabyte for an Additional Charge.

18. Miscellaneous

18.1 Waiver: If Tetrabyte does not enforce, or delays in enforcing, any of its rights under this Contract, this does not mean that it has given up those rights and Tetrabyte may enforce them at a later date.

18.2 Monitoring of Telephone Calls: The Client agrees that Tetrabyte may monitor and record its telephone calls with the Client for training purposes and to improve Tetrabyte’s services.

18.3 [Moved]

18.4 Entire Contract: Tetrabyte shall not be liable to the Client for loss arising from or in connection with any representations, Contracts, statements or undertakings made prior to the date of execution of this Contract, nor following the termination of this Contract.

18.5 Assignment: The Client shall not be entitled to assign or otherwise transfer this Contract nor any of its rights or obligations hereunder without the prior written consent of Tetrabyte.

18.6 Tetrabyte may arrange courier collections and deliveries on the client’s behalf, all such collections and deliveries are subject to the Terms and Conditions of the courier used and the client agrees to be bound by these.

18.6.1 Where collection is from the client’s premises, the client is responsible for packing the item(s) appropriately and to the standard required by the Courier. Failed collection due to inappropriately packaged item(s) will still be charged. Damage in transit due to inappropriate packaging will be at the client’s liability. See https://www.tnt.com/express/en_gb/site/how-to/prepare-boxes.html for more information on minimum standards of packaging.

18.6.2 Where items have been sent to Tetrabyte, Tetrabyte will use the same packaging to return the item. If the packaging is deemed substantially inadequate, Tetrabyte may add additional charges to supply appropriate packaging.

18.6.3 For collections, Tetrabyte will email copies of all required labels and documentation. The client is to ensure these are attached to the package as required.

18.6.4 Tetrabyte will inform the customer of the collection. It is the client’s responsibility to ensure packages are available at the main entrance to the premises for collection at the appropriate time. Failure to do so may incur additional charges.

18.6.5 Tetrabyte will inform the customer of delivery time slots as provided from the courier, it is the clients responsibility to ensure the delivery can be made to the main entrance of the building and signed for by an authorised party at the appropriate time, failure to do so may involve additional courier charges.

18.7 From time to time we made need to update these Contract and Conditions, we shall advise of any updates via email when we send out your monthly invoice. Our latest Contract and Conditions can be viewed at any time from the following URL: https://tbyte.com/terms

18.9 the Client agrees that any computer for which support is requested, may have the Tetrabyte Support Software installed upon it.

18.10 the Client agrees that during the term of the support contract, Tetrabyte and its employees are authorised and provided the full authority of an internal member of senior staff working as an IT manager for the organisation.

18.11 during the course of business, should an incident occur that Tetrabyte believe would cause significant disruption to the company, where the most efficient resolution would incur costs and no person on our ‘Authorised for Spending’ list is contactable, you authorise Tetrabyte to spend up to £100 or 30% of the value of reoccurring charges on your last monthly invoice, whichever is lower. these charges will be billed to you on your monthly invoice. Such spending will be notified in email to the ‘Authorised for Spending’ contacts. Reoccurring costs MUST be disputed within 3 working days of the email should you wish for them to be removed from future invoices. You have the right to edit this default authorisation by emailing our support team at any time by which you can increase, decrease or remove this authorisation.

19. Law

This Contract shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.

Copyright, trademark and other intellectual property rights in this document are owned or licensed by Tetabyte Limited (“Tetrabyte”) and protected by law. You may make a complete copy of this document (including this notice) for the purpose of assessing the suitability of Tetrabyte’s services for your business. All other copying or modification of this document is prohibited.