1. Definitions

1.1 Client – means the company, firm, organisation or school which has set up an account with Nippy Gecko IT Limited in order to use its Services. This also includes services such as Pay As You Go (PAYGO) and promotional offers.

1.2 Agreement – means the signed Agreement between the Client and Nippy Gecko IT Limited.

1.3 Service(s) – means the Services defined in the signed Agreement between the Client and Nippy Gecko IT Limited.

1.4 Third Party Service Provider – means the third party who provides the product or service to the Client via Nippy Gecko IT Limited.

1.5 Service Commencement Date – The date the Service is activated by either the third party supplier or Nippy Gecko IT Limited.

1.6 Duration Period – The period of time the Services will be provided for and the Client agrees to.

1.7 Authorised Reseller Programme (ARP) – means the programme or Agreement under which the manufacturer or third party service provider consents to Nippy Gecko IT Limited purchasing and reselling their products.

1.8 Customer Premise Equipment (CPE) – Telecommunications hardware devices located on the Client’s premises.

1.9 Pay As You Go (PAYGO) Service – IT support on request, charged in 15 minute intervals.

1.10 Full Day Booking for Engineer Time – A full day is defined as 7 hours of allocated engineer time.

1.11 Business Day or Business Hours – 9:00 a.m. – 5:30 p.m. Monday through Friday, excluding public holidays in the United Kingdom.

2. Terms of Supply for Products and Services

2.1 Products or Services supplied will be be shown within the Agreement.

2.2 Services shall commence on the date shown within the Agreement and shall continue for the duration shown until termination is provided. The minimum service period applies.

2.3 Nippy Gecko IT Limited reserves the right to periodically alter its terms and conditions and will provide the Client with no less than 30 days notice thereof unless specified in the Client’s Agreement.

2.4 The Client shall allow Nippy Gecko IT Limited personnel to have access to the equipment, systems, software, network or premises at all reasonable times to carry out any remote or onsite support.

2.5 Nippy Gecko IT Limited will use its reasonable endeavours to provide Services or Products as described but cannot guarantee an uninterrupted or fault free service.

2.6 Client’s equipment should be fit for purpose.

2.7 The Client shall provide at its own cost the power and equipment to operate the Services to be provided.

2.8 The Client should maintain their existing service provider until the Service Commencement Date has been achieved. The Client is responsible for cancelling or altering any existing provider or service.

2.9 Nippy Gecko IT Limited will not be liable for any hardware, software, LAN or equipment on the Client premise when providing a wires-only service.

2.10 The Client may be provided engineer time to assist in resolving problems or issues remotely or onsite as per their Agreement or the PAYGO service. Personnel provided will be decided upon by Nippy Gecko IT Limited and may be subject to change at any time.

2.11 The Client may be provided engineer time to assist in resolving problems or issues remotely or onsite as per their Agreement, PAYGO service or as part of a promotional offer (see section 29). The time provided will be defined and is not extendable unless otherwise agreed with Nippy Gecko IT Limited. Additional time required may be charged and is subject to Nippy Gecko IT Limited’s agreement and prior approval.

2.12 Nippy Gecko IT Limited will use all reasonable endeavours to assist with technical issues or problems within agreed time frames and will act in good faith but is not responsible or liable to resolve issues outside of Agreements or agreed engineer time provided.

3. Rates

3.1 The Client agrees to pay all fees defined within their Agreement, Contract or fees agreed under Pay As You Go (PAYGO) Services.

3.2 The Client is responsible to pay all fees for the entire duration of the Agreement or Contract.

3.3 The Client agrees that Services provided to the Client outside of the agreed support times or during official holidays, will incur a charge unless otherwise stated in writing.

3.4 Nippy Gecko IT Limited reserves the right to periodically increase its rates and will provide the Client with no less than 30 days written notice thereof.

3.5 Nippy Gecko IT Limited will only supply the agreed Services or those listed under the Agreement provided. All Services or equipment not supported by the Agreement, will incur additional charges.

4. Terms, Payment and Collection Costs

4.1 Regular payments will be charged monthly in advance by direct debit and one off charges will be invoiced and should be paid within 14 days of the invoice date. The Client is responsible for all payments covered in the relevant Agreement until it is terminated.

4.2 Projects will require all material costs and 50% of labour costs to be paid before commencement with the balance due upon completion unless otherwise agreed.

4.3 Nippy Gecko IT Limited will invoice the Client upon completion of any additional hours.

4.4 Any payment not made within fourteen days of the invoice date shall be subject to a late fee of ten percent (10%) above the base rate of Cater Allen Private Bank per month from the date of invoice, until paid.

4.5 If Nippy Gecko IT Limited enlists the services of a collection agency to collect any amounts due to it from the Client under the relevant Agreement; The Client shall be responsible for and agrees to pay all such collection costs.

4.6 The Client understands that all amounts exclude VAT at the current prevailing rate.

4.7 Services provided under the relevant Agreement may be suspended if payment is not made when due.

4.8 Pay as You Go (PAYGO) Service – This Service is based on an hourly rate as listed on the Nippy Gecko website – www.nippygecko.it at the time the work was agreed upon. The minimum amount of time charged is 15 minutes and thereafter is charged in 15 minute intervals.

5. Cancellation Policy

5.1 The Client will not be charged for appointments that are cancelled (by letter, telephone or e-mail) by the Client with 24 hours or more advance notice. Client will be charged for and agrees to pay for any scheduled hours for cancellations with less than 24 hours notice.

5.2 The Client shall be responsible for and agrees to pay all costs associated with any request to cancel any order for hardware, services or equipment or any returns.

6. Authorisation

6.1 The Client acknowledges that the person signing the Agreement on its behalf is authorised to do so and may bind the Client to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent or employee of the Client.

6.2 The Client should appoint a designated individual to have day to day management of all issues relating to the Services.

7. Notice

7.1 All notices, requests and communications under the Agreement shall be in writing. Notice shall be deemed to have been given on the date of service if personally served or served by facsimile on the party to whom notice is to be given. If notice is mailed, it shall be deemed to be given within seventy-two (72) hours after mailing, if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and addressed to the party at the address set out below, or any other address that any party may designate by written notice from time to time.

8. Alterations to Services or Equipment

8.1 If the Client alters any Services or Equipment conducted by Nippy Gecko IT Limited without the express written consent of Nippy Gecko IT Limited, the Client does so at its own risk and expense. Nippy Gecko IT Limited shall not be liable or responsible for problems created as a result of Client’s alteration of Services, equipment and/or Client’s network or system. If the Client wishes Nippy Gecko IT Limited to correct or fix its alterations or problems relating thereto, such Services by Nippy Gecko IT Limited will be considered a new project and the Client agrees that the same terms and conditions set out in the Agreement shall apply.

8.2 The Client may not copy, sublicense, rent or lease any software provided. The Client may not create, market or distribute add ons or enhancements to any software provided.

9. Data Migration and Back Up

9.1 Data Migration may be limited to the speed of the Client’s Internet Service Provider. The Client must check the data once the migration has been completed and inform Nippy Gecko within 30 days if there is any missing or incomplete data.

9.2 The Client shall be responsible for maintaining backups of all critical software, documents, and applications on all of the Client’s file servers, personal PC’s, organizers, and other electronic equipment.

10. Reimbursement for Supplies

10.1 On occasion, Nippy Gecko IT Limited may need to purchase spare parts, other equipment, supplies, accessories or software; in that case, the Client shall be responsible to and agrees to reimburse Nippy Gecko IT Limited for all such costs or expenses incurred under this project. No purchases will be made without prior Client approval.

11. Client Warranty

11.1 The Client warrants that all software it provides to Nippy Gecko IT Limited for installation, configuration or use in any way, has been legally obtained and is properly licensed. The Client further warrants that it has legally purchased sufficient number of copies of such software and that it has not violated any licensing laws.

11.2 Nippy Gecko IT Limited has no knowledge regarding licensing of software provided to it by the Client and the Client indemnifies Nippy Gecko IT Limited for any installation, configuration or use of such software. The Client understands and acknowledges that that it shall be solely responsible and liable for all licensing and purchasing of software.

11.3 Subject to any Authorised Reseller Programmes (ARP), Nippy Gecko IT Limited warrants that it has good title to or licence to supply all Services or Products to the Client.

11.4 If any products supplied should prove defective in materials or workmanship under normal operation or service, such products will be repaired or replaced only in accordance with any warranty cover or terms as provided by the manufacturer of the products provided that no unauthorised modifications to the product or to the system of which the product forms part have taken place. No fault found items returned as faulty that are subsequently found to be in full working order may attract a re-stocking charge.

12. Limitation of Liability

12.1 Nippy Gecko IT Limited shall not be liable to the Client for direct damages greater than the amount or price payable hereunder for its Services. Further, Nippy Gecko IT Limited shall not be liable to the Client for any special, indirect, incidental, consequential or punitive damages arising out of or relating to the Agreement, not limited to but including loss of data, loss of business or profitability, whether the claim alleges tortuous conduct (including negligence) or any other legal theory.

13. Relationship

13.1 Nippy Gecko IT Limited provides Services to the Client hereunder as independent contractor, and the Agreement shall not be construed as a partnership or joint venture.

14. Non Solicitation of Employees

14.1 The Client acknowledges that Nippy Gecko IT Limited has a substantial investment in its employees that provide Services to the Client under the Agreement and that such employees are subject to Nippy Gecko IT Limited’s control and supervision. In consideration of this investment, the Client agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving Nippy Gecko IT Limited’s written consent.

14.2 If any employee terminates his or her employment with Nippy Gecko IT Limited (regardless of the reason for termination), and is employed by the Client (or any affiliate or subsidiary of the Client) in any capacity either during or within a six (6) month period, the Client shall immediately pay Nippy Gecko IT Limited an amount equal to 50% of the then current yearly salary or wage paid by Nippy Gecko IT Limited to such employee.

15. Severability

15.1 Any provision of the Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting in any way the remaining provisions hereof or, to the extent permitted by law, rendering that or any other provision invalid, illegal or unenforceable.

16. Copyright

16.1 Absolute right of all intellectual property rights in all documents, plans, illustrations and drawings prepared by Nippy Gecko IT Limited shall remain the property of Nippy Gecko IT Limited. The Client agrees to allow Nippy Gecko IT Limited to use their name and any written references in Nippy Gecko IT Limited own advertising materials to promote and publicise the Nippy Gecko IT Limited professional services.

17. Contract Length

17.1 The Client agrees to enter into an Agreement with Nippy Gecko IT Limited, starting from the date of commencement. Following this period, the service will continue until the point it is terminated.

18. Termination of Services

18.1 The Agreement shall be deemed terminated when either party provides the adequate written notice as detailed in their relevant Agreement for Services.

18.2 The Agreement may be terminated if the Client fails to perform its obligations under the terms and conditions listed.

18.3 The Agreement may also be terminated under the terms of Section 22. Conduct.

18.4 The Client will no longer have use or access to the Services provided after the Agreement has been terminated.

18.5 If the Client provides termination notice halfway through a month, the Client may be charged for the full month.

18.6 If termination is made within the duration period as shown on the Agreement, the Client is liable to pay all outstanding charges in full for the entire duration of the Agreement. In addition a cancellation charge may apply.

18.7 For any annual subscription services (including domains, anti virus and Google Apps), notice of termination must be provided more than 30 days prior to the renewal date, otherwise the contract will renew for a further twelve months and the Client will be liable for any charges.

19. Security and Accuracy of Information

19.1 The Client is solely responsible for providing accurate and up to date information to Nippy Gecko IT Limited, for all Services, orders and delivery information.

19.2 The Client is responsible to hold any passwords relating to Services provided.

19.3 The Client shall maintain the confidentiality of, and shall keep secret and protected from access by third parties, it’s logins, passwords and other confidential information relating to its use of the Services.

19.4 The Client is responsible to inform Nippy Gecko IT Limited immediately if there is any breach of security relating to the Services provided.

19.5 Nippy Gecko IT Limited shall use its reasonable endeavours to ensure that confidential information relating to the business of the Client shall be treated as such and not disclosed to any third party, unless they are acting in a Third Party Service or supplier capacity.

19.6 The Client will be responsible for all charges in respect of the Services even if such Services were incurred through, or as a result of fraudulent or unauthorised use of the Services.

20. Returns

20.1 For general returns all items must be boxed in their original packaging, undamaged, in good order and be in a resaleable condition. Nippy Gecko IT Limited will only accept returns and issue refunds as per the terms and conditions of the original supplier.

21. Withdrawal of Services

21.1 Nippy Gecko IT Limited may withdraw their services at any time with a 30 day notice period or immediately on the basis of Conduct (see section 22. Conduct)

22. Conduct

22.1 Nippy Gecko IT Limited accepts no responsibility for the data or images, created, stored, displayed by or transmitted through its Services provided to the Client. Nippy Gecko IT Limited reserves the right to terminate or suspend your Agreement without notice and without recompense based on abuse of acceptable conduct. This includes but is not limited to: Threatening or showing abusive behaviour towards staff. Committing or promoting any type of illegal activity in accordance with all current and future laws, statutes and regulations in force.

You may not use the Service to send, receive, store, distribute, transmit, post, upload or download any materials or data which:

– violates any Laws;
– is defamatory, offensive, abusive, indecent, obscene, or constitutes harassment;
– is in breach of any third party rights (including any third party intellectual property rights);
– has any fraudulent purpose or effect; or
– damages or may damage our name and/or reputation

22.2 Nippy Gecko IT Limited may disclose any relevant information to any law enforcement Service should illegal activity be suspected.

23. Force Majeure

23.1 Nippy Gecko IT Limited shall not be responsible of any failure to carry out or any delay in carrying out its obligations, attributable to any cause of whatever nature outside its reasonable control, including (without limitation) terrorism, war, riot, flood, Act of God, strike or other labour dispute (including those affecting government officials), change in the law, lack of electrical or other power, failure of a third party (including a telecommunications services provider), failure in the supply of a third party’s access line, or failure, malfunction, or overload in telecommunications or computer facilities or the Internet.

24. Data Protection

24.1 Nippy Gecko IT Limited are committed to respecting the privacy rights of individuals. To the extent that if a party collects and transfers to the other party any personal data, the receiving party will comply with relevant laws and regulations related to this collection and transfer and agrees also to comply with relevant laws and regulations related to the storage, maintenance and processing of such personal data.

25. Health and Safety

25.1 Where Nippy Gecko IT Limited staff carry out site visits, the Client will ensure a safe working environment in compliance with all relevant and current Health and Safety legislation.

25.2 Engineers undertaking site visits will be able to assist Clients with technical support to resolve IT issues. Engineers will not be able to undertake additional activities such as, but not limited to, manual handling tasks without prior notification and agreement in advance of the visit from Nippy Gecko IT Limited.

26. Equipment

26.1 Any equipment provided by Nippy Gecko IT Limited or any third party service provider at any Client premise or in connection with the Services shall remain the property of Nippy Gecko IT Limited or such third party service provider, and shall not be interfered with by the Client.

26.2 Nippy Gecko IT Limited may, but is not obligated to, enable the Client to purchase certain Customer Premise Equipment (CPE).

27. Third Party Services and Suppliers

27.1 Nippy Gecko IT Limited may provide advice, quotes and supply information based on information provided from Third Party Suppliers. This will all be provided in good faith but may be subject to change or withdrawal at any time.

27.2 Our third party service providers may provide Services to the Client, as appropriate, and the Client acknowledges that the third party service provider is a third party, which Nippy Gecko IT Limited does not control. Nippy Gecko IT Limited makes no representation, guarantee or warranty about the third party service providers. Nippy Gecko IT Limited will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches, loss, damage or negligence caused by any third-party suppliers.

27.3 In the event that the third party service provider terminates any Authorised Reseller Programme with Nippy Gecko IT Limited, the provision of Services may be terminated or temporarily suspended. Nippy Gecko IT Limited will have no further obligation or liability to the Client in respect of the Service or the Contract. Any delay by Nippy Gecko IT Limited in suspending or terminating the provision of the Services shall not constitute a waiver under this provision.

27.4 In the event of a third party service provider becoming insolvent, Nippy Gecko IT Limited may terminate or temporarily suspend the provision of the services.

27.5 Nippy Gecko IT Limited will use all reasonable endeavours to ensure the third party suppliers provides a Service, in conjunction with the third party suppliers service level agreements but cannot guarantee an uninterrupted or fault free service. The third party service provider will not provide compensation for any special, incidental, indirect or consequential damages, including but not limited to loss of profits or loss of data.

27.6 By signing an Agreement for Services, the Client consents for Nippy Gecko IT Limited to pass any necessary data or information required on to the relevant third party service provider.

27.7 Where a third party service provider notifies Nippy Gecko IT Limited that it intends to cease or change the provision. Nippy Gecko IT Limited has the right to change the Client to an appropriate alternative. The Client agrees to pay a reasonable charge where Nippy Gecko IT Limited is forced to change the Client’s services.

27.8 Some services are regulated by law. If such regulation imposes a change any aspect of the Service provision, including content or price, the third party service provider has the right to change the services accordingly.

27.9 Some third party services may utilise or store data outside the UK.

28. Written Time Limits

28.1 The Client is responsible for placing any written time limits – if necessary – before Services are provided by Nippy Gecko IT Limited and cannot be retroactive.

29. Promotional Offers

The promotional offers are defined as follows:
– They are valid for a defined period of time only, as specified on the promotional offer.
– Nippy Gecko IT Limited will assist with technical issues but are not liable to resolve any hardware or software issues.
– Nippy Gecko IT Limited will only be able to undertake a limited support service within the time frame defined and work carried out will be at Nippy Gecko IT Limited’s discretion.
– Nippy Gecko IT Limited may run promotional offers for limited periods of time and may withdraw these offers at any time.
– Nippy Gecko IT Limited will not be liable for any technical issues or problems identified and will not be responsible to rectify these.
– Nippy Gecko IT Limited cannot guarantee a fault free service.
– Approval will be sought from an authorised person from the Client for any changes made.
– Nippy Gecko IT Limited will not be liable or responsible to rectify any changes made.

30. Entire Agreement

30.1 The Agreement contains the entire Agreement between the parties regarding the subject matter herein, and supersedes any prior Agreements or representations, whether oral or written. No Agreement, representation or understanding not specifically contained herein shall be binding, unless reduced to writing and signed by Nippy Gecko IT Limited and the Client.

31. Lawyer Fees and Costs

31.1 In any action involving the enforcement or interpretation of the Agreement, the prevailing party, whether the Client or Nippy Gecko IT Limited, shall be entitled to its reasonable lawyer fees and costs, including such fees and costs incurred in connection with any appeals, in addition to such other relief as may be provided by law.

32. Arbitration and Governing Law

32.1 Any controversies arising out of or relating to the Agreement or the interpretation, performance or breach thereof shall be settled by binding arbitration in the United Kingdom. Judgment upon any award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction.

32.2 United Kingdom law shall govern the construction, validity, and interpretation of the Agreement and the performance of its obligations.