Service Specific Terms
The Agreement between the Client and Fluent Technologies Limited (“Fluent”) for the engagement of Fluent’s services is governed by the General Terms and these Service Specific Terms as set out below.
For the avoidance of doubt, the subject matter of these Terms & Conditions includes:
• Provision/installation of hardware and/or software;
• IT support/cloud services
Fluent and the Client shall hereinafter be referred to as “the Parties”.
- Interpretation
In these Terms & Conditions unless the context otherwise requires the following expressions shall have the following meanings:
“Client” means the person or company who engages Fluent for the supply of the Services.
“Cloud Services” means a service or application, which may be provided by a third party appointed by Fluent, that is outside of a client’s on-premises infrastructure. For the avoidance of doubt, the service or application is typically accessed via the Internet.
“Deliverables” means the deliverables as set out in the Schedule to these Terms & Conditions.
“Goods” means hardware and/or software and/or consumables supplied to the Client by FLUENT.
“Opening Hours” means 08:00 to 18:00 on Business Days, excluding bank/public holidays.
“Quotation” means Fluent’s quotation for the provision of Services to the Client.
“Supplier Materials” means any documentation, descriptive matter or advertising relating to the Services that are provided to the Client during the course of the supply of the Services.
“FLUENT” means Fluent Technologies Ltd, a company registered in England and Wales at Harley House, Farningham Road, Crowborough, TN6 2JD, with company registration number 8425444.
- Provision Of Hardware and/or Software
2.1. Any Services relating to the provision of hardware and/or software are subject to the following:
2.1.1. Delivery dates stated by FLUENT are approximate only;
2.1.2. The Client agrees to inspect the outer packaging of any Hardware and/or software for damage upon delivery. In the event that the outer packaging shows obvious signs of damage, delivery should be refused, and the Client shall inform FLUENT by telephone or e-mail immediately;
2.1.3. The Client agrees to inspect the hardware and/or software within 3 Business Days of delivery for damage caused by the carrier or for shortages. FLUENT shall not accept any claims relating to damage caused by the carrier or for shortages beyond such 3 Business Day period;
2.1.4. In the event that the hardware and/or software is found to be inherently faulty, or in the event that the Client no longer requires the hardware and/or software, the Client may return the hardware and/or software to FLUENT in accordance with the following;
2.1.4.1. The Client shall contact FLUENT and request authorisation to return the Goods. For the avoidance of doubt, no returns shall be accepted by FLUENT without prior authorisation;
2.1.4.2. In the event that the Goods are proven to be faulty within the warranty period, such Goods will be replaced, repaired or refunded, whichever is most practicable. All returns will be tested, and any Goods which prove not to be faulty shall be subject to Clause 2.1.4.3;
2.1.4.3. In the event that the Goods are not faulty, or in the event that the Goods are not required by the Client, such Goods may be exchanged for Goods of equal value, or for credit against Goods of a higher value, provided the Goods are returned in an unopened re-saleable condition. If the Client does not require an exchange, FLUENT shall refund the value of the Goods, less a 20% re-stocking fee. For the avoidance of doubt, all refunds exclude carrier fees; and
2.1.4.4. For the avoidance of doubt, bespoke special order Goods may only be returned in accordance with Clause 2.1.4.2
2.2. The Goods shall be despatched for delivery to the Client upon settlement of the invoice in accordance with Clause 5; and
2.2.1. All Goods provided to the Client shall be subject to the manufacturer’s standard warranty, unless the Client becomes subject to any extended warranty period.
2.2.2. Hardware provided by FLUENT as part of an IT services contract is on a rental basis and the Client must keep such hardware in good repair and condition, insure it as appropriate and at all times acknowledge and label the hardware as owned by FLUENT.
2.2.2.1. In the event of non-contract renewal, all rented hardware must be returned to Fluent Technologies.
2.2.2.2. Where the agreement between the Client and FLUENT is terminated early, the remainder of the rental period must be settled in full, and the hardware returned to FLUENT.
- Support Of Hardware and/or Software
3.1. During the supply of any Services relating to the support of hardware and/or software, FLUENT will use its reasonable endeavours to investigate and/or attempt to rectify malfunctions with any hardware and/or software, subject to the following:
3.1.1. The Client warrants that the hardware and/or software is fully serviceable on the Commencement Date;
3.1.2. All workstations are owned by the Client;
3.1.3. Servers are owned by the client, or subscribed to via Azure or AWS;
3.1.4. Hardware is of a minimum specification communicated by Fluent to the Client before the Commencement Date.
3.1.5. The Services do not include:
3.1.5.1. The repair of external cables;
3.1.5.2. Personal and BYOD workstations
3.1.5.3. Servers provided by third parties for hosted services
3.1.5.4. The provision or fitting of consumable items such as, including, but not limited to, documentation, disks, toner/ink cartridges, and laser printer drums;
3.1.5.5. Issues relating to errors outside the scope of the Services; or
3.1.5.6. Remedies in respect of virus or malware attack or other cyber attack where such attack has been caused by the negligence of the end-user or Client.
3.2. Where the Client has contracted FLUENT to carry out on-site assistance, FLUENT warrants to the Client that any Services that require on-site assistance at the Client’s premises shall be carried out at no additional charge where included within the Client’s chosen support package. In the event that the Client’s premises are beyond a 5 mile radius of FLUENT’s offices at Harley House, Farningham Road, Crowborough, TN6 2JD, FLUENT reserves the right to charge travel expenses and associated costs, including, for example, London congestion charges and parking fees, at our current rate notified to you from time to time.
3.2.1. Where on-site assistance is not included in the Client’s chosen support package, on-site hours shall be quoted by FLUENT to the Client, which must be accepted by the Client before FLUENT will attend any Client location. In the event that the Client’s premises are beyond a 5 mile radius of FLUENT’s offices at Harley House, Farningham Road, Crowborough, TN6 2JD, FLUENT reserves the right to charge travel expenses and associated costs, including, for example, London congestion charges and parking fees, at the at our current rate notified to you from time to time.
3.3. Setup of new devices or hardware is only included in Services where the devices or hardware are purchased via Fluent Group
3.3.1. Device setup will be carried out remotely where possible. Travel expenses may be charged should on site setup be required.
3.4. For the avoidance of doubt, any Services relating to the support of hardware and/or software do not include the support of hardware and/or software that is not listed in the Schedule.
3.5. Any Services relating to the support of hardware and/or software that do not require on-site assistance at the Client’s premises may be carried out remotely in accordance with the following:
3.5.1. The Client agrees to permit FLUENT full and unrestricted remote access via third party proprietary software to the Client’s computer systems and/or devices as may be necessary for FLUENT’s supply of the Services;
3.5.2. The Client agrees and acknowledges that during the supply of the Services the Client may disclose to FLUENT Confidential Information; and
3.5.3. The Client agrees and understands that the third party proprietary software will run on the Client’s computer systems continuously in the background, regardless of whether a support request has been logged with FLUENT. For the avoidance of doubt, FLUENT will have access to the Client’s computer systems and to the individual machines used by the Client’s users at all times via the third party proprietary software.
3.6. Any Services relating to support and/or managed services are subject to the following:
3.6.1. If there is any increase in the number of users to be covered by the services, FLUENT shall vary the Schedule in accordance with the General Terms. For the avoidance of doubt, any increase in the number of users shall be subject to an Invoice to be submitted by FLUENT to the Client;
3.6.2. If there is any increase or decrease in the usage of Cloud Services by the Client, FLUENT will vary the Schedule in accordance with the General Terms. For the avoidance of doubt, any increase or decrease in the usage of Cloud Services by the Client, shall be subject to a cost adjustment by FLUENT and notified to the Client
3.6.3. Upon notification by FLUENT of any hardware and/or software belonging to the Client that has exceeded its reasonable lifespan and accordingly become a source of unreliability, the Client shall request FLUENT to replace such hardware and/or software at the Client’s expense and within 30 days of FLUENT’s notification. In the event that the Client does not request such replacement within 30 days, FLUENT shall have the right to suspend supply of the Services under the Agreement until such hardware and/or software has been replaced;
3.6.4. In the event that hardware and/or software has been added to the Client’s computer systems and/or devices that would conflict with any hardware and/or software as set out in the Schedule, or in the event that the Client has reconfigured any hardware and/or software that may affect the operation of the hardware and/or software as set out in the Schedule, FLUENT shall have the right to suspend supply of the Services under the Agreement or terminate the Agreement.
3.6.5. In the event that FLUENT advises the Client that any hardware and/or software needs to be upgraded or replaced in order for FLUENT to provide the Services effectively, and the Client subsequently refuses to upgrade or replace such hardware and/or software, FLUENT shall have the right to terminate the Agreement by giving 30 days’ written notice to the Client or limit the Services provided or suspend the Services for the specific hardware and/or software that has not been upgraded or replaced and if not terminated, the Agreement will continue.
- User Level Support
4.1. User Level support billing is charged against staff members listed on FLUENT’s helpdesk system, and where possible, synced with the Client Microsoft 365 tenancy.
4.1.1. FLUENT reserves the right to increase the billed quantities if additional staff are identified that require support over the billing period.
4.1.2. The Client is solely responsible for notifying FLUENT of staff leaving the Client’s employment.
4.1.3. No retrospective refunds shall be processed by FLUENT in the event of additional billing due to non-notification of staff leaving the Client’s employment.
4.2. User Support On-site visits will be to named business locations only.
4.3. Smart Devices are defined as handheld mobile devices, which will be supported for business email setup related issues only
4.3.1. The support of applications, or devices, outside Microsoft based architectures will be conducted on a vendor management basis with the relevant supplier and/or manufacturer.
4.4. Changes to user devices provided for business use must be communicated to FLUENT immediately.
4.4.1. FLUENT reserves the right to refuse support if a change or addition to a supported users business devices has not been communicated, and agreed, in advance of support being sought.
4.4.2. FLUENT will not accept any liability for devices outside the corporate network that have not been pre-agreed.
4.5. Client’s computer systems are patched in accordance with our Patch Management service;
4.5.1. User devices such as desktop PC’s and laptops, will be patched daily at 13:00pm, with required reboots suppressed.
4.5.2. Users will be requested to reboot their device once daily. Automatic reboot will be applied following five user reboot delays.
4.5.3. Workstations will be rebooted devices meet the following criteria:
4.5.3.1. Reboot required, with no active users signed in and device uptime greater than 3 days.
4.5.3.2. Reboot required, with signed in user but Idle time greater than 2 hours and any open office document saved.
4.5.4. Workstations will be rebooted at 01:00am where they show an uptime of 7 days.
4.5.5. Standard servers will be patched and rebooted on the fourth Monday of each month at 01:00am.
4.5.6. Core applications will also be patched, however the onus of responsibility for compatibility and stability will be with the individual vendor.
4.6. FLUENT will use their reasonable endeavours to provide the Client with appropriate backup measures covering physical and cloud based data.
4.6.1. Backup data is encrypted at both rest and during transit.
4.6.2. Backup data is stored in datacentres based in the UK for GDPR compliance.
4.6.3. FLUENT will provide a daily backup check and maintenance service which should identify if a backup has been made or failed but the Client is fully responsible for running the back up of its own equipment and data and notifying FLUENT immediately if for any reason this backup fails to run.
4.6.4. FLUENT will not be liable or responsible for any loss of data, time or profit as a result of third party backup faults or failures with either the Client’s backup, hardware or infrastructure.
4.6.4.1. FLUENT will provide the Client with “disaster recovery” services where included in the Client’s chosen Service package which will depend on backups being successfully completed prior to the failure. Outside of this clause, disaster recovery is chargeable to the Client.
4.6.5. Disaster recovery includes, but is not limited to file restores, snapshot rollbacks, server failure response and cyber attack response;
- Microsoft 365
5.1. All licences will be provided via the Microsoft NCE scheme
5.1.1. Unless otherwise agreed, licences will be provided on a monthly commitment basis
5.1.2. Should an annual commitment be agreed, licence terms are dictated by Microsoft as;
5.1.2.1. Annual terms must remain active for the full term;
5.1.2.2. Subscriptions are subject to a minimum licence number, set as the initial subscribed volume
5.1.2.3. Increasing the licence volume increases the minimum volume for the remainder of the term
5.1.2.4. Licence volumes can only be reduced at renewal of the annual term
5.1.2.5. Early termination of annual terms is only possible via full payment of the remainder of the term
5.1.3. Licence volumes are not restricted to the initial volume on the signed agreement
5.1.4. Microsoft 365 licences are subject to regular price increases dictated by Microsoft.
5.1.5. Any such increases will be communicated and reflected on subsequent invoices.
- Client’s Obligations
6.1. The Client agrees that once the written acceptance of the Order has been issued by FLUENT the Client may not cancel the Order and that the Agreement may only be terminated in accordance with the General Terms, or where hardware and/or software is to be returned, such hardware and/or software may be returned in accordance with Clause 2.1.4, without cancelling the Agreement.
6.2. The Client shall
6.2.1. Ensure that the requirements set out in the Order, including any other information it provides relevant to the supply of the Services, are complete and accurate;
6.2.2. Co-operate with FLUENT in all matters relating to the Services;
6.2.3. Provide FLUENT, its employees, agents, consultants and sub-contractors, with access to the Client’s premises, office accommodation, computer systems and other facilities as reasonably required by FLUENT in FLUENT’s supply of the Services;
6.2.4. Provide FLUENT with such information and materials as FLUENT may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
6.2.5. Prepare the Client’s premises, office accommodation, computer systems and/or devices and other facilities for the supply of the Services, including any reasonably required access outside of the Client’s opening hours;
6.2.6. Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
6.2.7. Agree to abide by licensing and usage terms in relation to computer operating systems, software and Microsoft 365;
6.2.8. Keep and maintain all Supplier Material, hardware, software and other property of FLUENT at the Client's premises, or under the Client’s control, in safe custody at its own risk, maintain the Supplier Materials, hardware, software and other property of FLUENT in good condition until returned to FLUENT as necessary, and not dispose of or use the Supplier Materials, hardware, software and other property of FLUENT other than in accordance with FLUENT’s written instructions or authorisation;
6.2.9. Prior to the Services being supplied, backup all data contained on the Client’s computer systems and/or devices. Such back-up is to be stored onto a removable medium stored separately from the computer systems and/or devices and made available to FLUENT on request; and
6.2.10. Not undertake or allow maintenance to the equipment except with FLUENT’s written agreement.
- Client Default
If FLUENT’s performance of any of its obligations under these Terms & Conditions is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
7.1. FLUENT shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays FLUENT’s performance of any of its obligations;
7.2. FLUENT shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from FLUENT’s failure or delay to perform any of its obligations;
7.3. The Client shall fully indemnify FLUENT on written demand for any costs or losses sustained or incurred by FLUENT arising directly or indirectly from the Client Default.