ANNUAL SERVICES TERMS & CONDITIONS – 

Software Licensing / Anti-Virus / Data Backup / Cyber Security Services

YOUR AGREEMENT with Soft Egg Limited. Trading Office: The Old Print Works, Fishponds Road, Wokingham, Berkshire, RG41 2QX. Registered Office: 5-9 High Street, Kingston-Upon-Thames, Surrey, KT1 1BQ. Company No: 6404772. V.A.T. Registration Number: GB 924 9042 23.

Services are invoiced annually. The Agreement shall become effective on the date as detailed on the first invoice and shall continue for the initial period of 12-months and then continue for consecutive 12-month renewal periods unless cancelled. The customer can cancel anytime by giving Soft Egg no less than ninety (90) days’ notice prior to the anniversary date of the initial period or renewal period.

1. Definitions - In this document the following words below shall have the following meanings:

“Parties” means Soft Egg Ltd and the Customer(s); “Agreement” means the details as set out in this document; “Supplier” means Soft Egg Ltd;

“Customer(s)” means you the recipient of the Service(s);

“Commencement Date” as detailed on the Specification Document or invoice.

“Initial Service Cycle” means the first 12-month period of the Service(s) or the pro-rata period up to the first full 12-month period from the Service(s) Commencement Date, as set out in the Specification Document;

“Renewal Service Cycle” means the 12-month period commencing on the expiry of the Initial Term, and each successive 12-month period thereafter (each being a “Renewal Service Cycle”);

“Replacement or Upgrade Services” means any services the parties may agree following the Replacement or Upgrade of the package of Services provided for under this Agreement;

“Service(s)” means the Initial Service, Renewal Service, Replacement or Upgrade Service;

"Specification Document" means a quotation, invoice, statement of work, scope of works, project form, order confirmation or other similar document describing the services (and any specific terms) provided by Soft Egg to the Customer which form part of is Agreement;

2. Undertaking

Upon execution of this Agreement the Customer agrees to pay the Charges and Soft Egg undertakes to provide the Services of this Agreement.

3. Charges

3.1 Soft Egg will invoice the Customer the amounts as stated in the Specification Document. Payment must be made within 30 days of issue of each relevant invoice.

The Initial Service Cycle will be invoiced (in advance) for the 12-month period. If the Initial Service Cycle is mid-term, then a pro- rata invoice for the relevant period

will be issued (in advance). Thereafter each Renewal Service Cycle will be invoiced annually (in advance) for each 12-month period.

3.2 Soft Egg reserves the right to charge the Customer interest in respect of the late payment of any sums due under this Agreement at 8% above the Bank of England base rate as varied from time to time, from the due date thereof until payment.

3.3 Soft Egg reserves the right to suspend any Service under this Agreement in respect of the late payment of any sums due under this Agreement from the due date thereof until payment in full.

3.4 Should the Customer have any query over the contents of any invoice issued by Soft Egg, it shall so notify Soft Egg within seven (7) days of the date of receipt of the relevant invoice, failing which the Customer shall be deemed to accept such invoice.

4. The Customer’s Obligations

4.1 The customer agrees to the terms of this Agreement by paying the charges as detailed in Section 3 and as detailed in the Specification Document.

4.2 The customer agrees that any change in status, forming or becoming a new organisation (such as an Academy) or joining an existing organisation (such as a Trust) will not affect this Agreement. The customer agrees that this Agreement and the Services will remain as detailed in this Agreement.

4.3 To assist Soft Egg in the provision of the Services, the Customer if required to make available:

4.3.1 Access to Customer’s computer and network equipment including any software and licence key information;

4.3.2 Reasonable working space and facilities;

4.3.3 A nominated individual, responsible for the Service(s).

4.3.4 Data held by these services is the responsibility of the customer.

5. Notices

A notice given to a party under this Agreement shall be in writing. Soft Egg’s address for delivery of any notice shall be its trading office address, as notified to the Customer from time to time. Notices may be given to the other party in person, via email, fax or post.

6. Warranty

Soft Egg warrants that it shall exercise reasonable skill and care in the performance of its obligations hereunder and subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the performance by Soft Egg of its obligations hereunder are hereby excluded to the fullest extent permitted by law.

7. Limitation of Liabilities and Insurance

7.1 Except for claims for personal injury or death to the extent caused by the negligence of Soft Egg, its employees, agents or sub-contractors, or claims for fraud, fraudulent misrepresentation or breach of section 2 of the Supply of Goods and Services Act 1982, the total liability of Soft Egg under this Agreement and other associated services shall, regardless of the form of action, not exceed the sum of one million pounds (£1,000,000). In no event shall Soft Egg be liable for lost profits, lost data, business interruptions, special or consequential damages, or indirect or incidental damages, however caused, or for any claim against the Customer by any third party.

7.2 Soft Egg undertakes to take out and maintain public liability cover in a sum of not less than £5 million with a reputable insurance company.

7.3 Soft Egg shall exhibit forthwith upon demand satisfactory evidence of such insurance, the premium receipt and insurance certificate.

7.4 , In respect of 3rd Party Involvement:

• Soft Egg cannot be held responsible for work carried out by third party organisations acting on behalf of the school.

• Soft Egg cannot be held responsible for work carried out by third party organisations acting without instruction from Soft Egg.

• Soft Egg can carry out remedial action to rectify problems caused by inappropriate use or third parties. Such work will only be carried out at the request of the Customer and will be chargeable.

8. Term and Termination. 

8.1 This Agreement shall become effective on the date as detailed on the first invoice and the Initial Service Cycle shall continue for the total period and then continue for consecutive 12-month Renewal Service Cycle periods or until terminated in accordance with this clause. If the Services are Replacement or Upgrade Services, then a new Initial Service Cycle shall apply. This Agreement may be terminated: 

8.1.1 forthwith by Soft Egg if the Customer fails to pay any sum due within thirty (30) days of written notice by Soft Egg to Customer of Customer’s failure to pay in accordance with the Agreement; or 

8.1.2 by the customer giving Soft Egg no less than ninety (90) days’ notice at any point during the Initial Service Cycle provided the full Initial Service Cycle has been paid in full in advance; or 

8.1.3 by the customer giving Soft Egg no less than ninety (90) days’ notice prior to the Renewal Service Cycle end date, provided the full Service Cycle has been paid in full in advance; or 

8.1.4 by either party upon giving the other ninety (90) days’ written notice prior to the end of the Service Cycle. The Service will then cease at the end of the Service Cycle.

ANNUAL SERVICES TERMS & CONDITIONS – 

Broadband Connectivity / NESTcloud / Cloud Services

YOUR AGREEMENT with Soft Egg Limited. Trading Office: The Old Print Works, Fishponds Road, Wokingham, Berkshire, RG41 2QX. Registered Office: 5-9 High Street, Kingston-Upon-Thames, Surrey, KT1 1BQ. Company No: 6404772. V.A.T. Registration Number: GB 924 9042 23.

Services are invoiced annually. The Agreement shall become effective on the date as detailed on the first invoice and shall continue for the initial period of 36-months and then continue for consecutive 12-month renewal periods unless cancelled. The customer can cancel by giving Soft Egg no less than ninety (90) days’ notice prior to the anniversary date of the initial period or renewal period.

1. Definitions - In this document the following words below shall have the following meanings:

“Parties” means Soft Egg Ltd and the Customer(s); “Agreement” means the details as set out in this document; “Supplier” means Soft Egg Ltd;

“Customer(s)” means you the recipient of the Service(s);

“Commencement Date” as detailed on the Specification Document or invoice.

“Initial Service Cycle” means the first 36-month period of the Service(s) or the pro-rata period up to the first full 36-month period from the Service(s) Commencement Date, as set out in the Specification Document;

“Renewal Service Cycle” means the 12-month period commencing on the expiry of the Initial Term, and each successive 12-month period thereafter (each being a “Renewal Service Cycle”);

“Replacement or Upgrade Services” means any services the parties may agree following the Replacement or Upgrade of the package of Services provided for under this Agreement;

“Service(s)” means the Initial Service, Renewal Service, Replacement or Upgrade Service;

"Specification Document" means a quotation, invoice, statement of work, scope of works, project form, order confirmation or other similar document describing the

services (and any specific terms) provided by Soft Egg to the Customer which form part of is Agreement;

2. Undertaking

Upon execution of this Agreement the Customer agrees to pay the Charges and Soft Egg undertakes to provide the Services of this Agreement.

3. Charges

3.1 Soft Egg will invoice the Customer the amounts as stated in the Specification Document. Payment must be made within 30 days of issue of each relevant invoice.

The Initial Service Cycle will be invoiced (in advance) for the 12-month period. If the Initial Service Cycle is mid-term, then a pro- rata invoice for the relevant period

will be issued (in advance). Thereafter each Renewal Service Cycle will be invoiced annually (in advance) for each 12-month period.

3.2 Soft Egg reserves the right to charge the Customer interest in respect of the late payment of any sums due under this Agreement at 8% above the Bank of England base rate as varied from time to time, from the due date thereof until payment.

3.3 Soft Egg reserves the right to suspend any Service under this Agreement in respect of the late payment of any sums due under this Agreement from the due date thereof until payment in full.

3.4 Should the Customer have any query over the contents of any invoice issued by Soft Egg, it shall so notify Soft Egg within seven (7) days of the date of receipt of the relevant invoice, failing which the Customer shall be deemed to accept such invoice.

4. The Customer’s Obligations

4.1 The customer agrees to the terms of this Agreement by paying the charges as detailed in Section 3 and as detailed in the Specification Document.

4.2 The customer agrees that any change in status, forming or becoming a new organisation (such as an Academy) or joining an existing organisation (such as a Trust) will not affect this Agreement. The customer agrees that this Agreement and the Services will remain as detailed in this Agreement.

4.3 To assist Soft Egg in the provision of the Services, the Customer if required to make available:

4.3.1 Access to Customer’s computer and network equipment including any software and licence key information;

4.3.2 Reasonable working space and facilities;

4.3.3 A nominated individual, responsible for the Service(s).

4.3.4 Data held by these services is the responsibility of the customer.

5. Notices

A notice given to a party under this Agreement shall be in writing. Soft Egg’s address for delivery of any notice shall be its trading office address, as notified to the Customer from time to time. Notices may be given to the other party in person, via email, fax or post.

6. Warranty

Soft Egg warrants that it shall exercise reasonable skill and care in the performance of its obligations hereunder and subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the performance by Soft Egg of its obligations hereunder are hereby excluded to the fullest extent permitted by law.

7. Limitation of Liabilities and Insurance

7.1 Except for claims for personal injury or death to the extent caused by the negligence of Soft Egg, its employees, agents or sub-contractors, or claims for fraud, fraudulent misrepresentation or breach of section 2 of the Supply of Goods and Services Act 1982, the total liability of Soft Egg under this Agreement and other associated services shall, regardless of the form of action, not exceed the sum of one million pounds (£1,000,000). In no event shall Soft Egg be liable for lost profits, lost data, business interruptions, special or consequential damages, or indirect or incidental damages, however caused, or for any claim against the Customer by any third party.

7.2 Soft Egg undertakes to take out and maintain public liability cover in a sum of not less than £5 million with a reputable insurance company.

7.3 Soft Egg shall exhibit forthwith upon demand satisfactory evidence of such insurance, the premium receipt and insurance certificate.

7.4 , In respect of 3rd Party Involvement:

• Soft Egg cannot be held responsible for work carried out by third party organisations acting on behalf of the school.

• Soft Egg cannot be held responsible for work carried out by third party organisations acting without instruction from Soft Egg.

• Soft Egg can carry out remedial action to rectify problems caused by inappropriate use or third parties. Such work will only be carried out at the request of the Customer and will be chargeable.

8. Term and Termination.

8.1 This Agreement shall become effective on the date as detailed on the first invoice and the Initial Service Cycle shall continue for the total period and then continue for consecutive 12-month Renewal Service Cycle periods or until terminated in accordance with this clause. If the Services are Replacement or Upgrade Services, then a new Initial Service Cycle shall apply. This Agreement may be terminated:

8.1.1 forthwith by Soft Egg if the Customer fails to pay any sum due within thirty (30) days of written notice by Soft Egg to Customer of Customer’s failure to pay in accordance with the Agreement; or

8.1.2 by the customer giving Soft Egg no less than ninety (90) days’ notice at any point during the Initial Service Cycle provided the full Initial Service Cycle has been paid in full in advance; or

8.1.3 by the customer giving Soft Egg no less than ninety (90) days’ notice prior to the Renewal Service Cycle end date, provided the full Service Cycle has been paid in full in advance; or

8.1.4 by either party upon giving the other ninety (90) days’ written notice prior to the end of the Service Cycle. The Service will then cease at the end of the Service Cycle.

Compliments, Complaints and Notices Please contact:

Jonathan Clarke – Operations Manager – jonathan.clarke@softegg.co.uk