These Payment Terms and Conditions (hereinafter referred to as “the Terms and Conditions”) govern our client’s payment terms (hereinafter referred to as “you” or “your”) with JPTechGroup Limited (hereinafter referred to as “we”, “us” and “our”) From your desire to purchase our services, you acknowledge and hereby agree to follow and adhere to the Terms and Conditions.

Payment is due on receipt of goods and services and a reminder will be sent after 7 days if payment has not been made. Accordingly, the method of payment shall be made via bank transfer or card. Unless otherwise specified

If payment has not been received within 14 days of invoice due date, we reserve the right to charge a fixed penalty of £65 or 10% over the total value of the invoice (whichever is greater) in accordance with the Jewish Halacha of Ribbit else we will exercise our statutory right to claim interest (at a rate of 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 legislation.

If an invoice is overdue by 15 days or more, we reserve the right to serve an SD2 form to your company for Statutory Demand under Section 268(1)(a) of the Insolvency Act 1986. If unpaid following the SD2 form being served, the outstanding debt will be passed to an agency to pursue.

For network installations and projects, we reserve the right to increase the final costs of the project by up to 10% of the total quote, in addition to the initially provided quote to cover unforeseen installation costs.

Unless previously agreed, a 75% deposit is required before starting the network environment project. The outstanding 25% balance needs to be paid to finalise the installation. The network environment will be left offline until the full payment has been received.

We reserve the right to replace the listed hardware in the invoice with similar specifications available at the time of purchase based on market availability.

After confirmation of payment you can expect on-site installation to start after around 10-14 working days. With the start of your project all the hardware will be acquired and configured off-site according to the requirements of the installation. We will then be in touch with you to confirm a suitable date to start the installation and next phase on-site.

1. Introduction

These Terms of Service (“ToS”) are established by JPTechGroup LTD, trading as JPTech or JPTech Group (“Provider”), to define the terms under which the NetworkGuard service (“Service”) is provided to the client (“Client”). This ToS is an integral component of the Managed Services Agreement (“Agreement”) and is applicable to all Clients who subscribe to the NetworkGuard service.

2. Service Description

NetworkGuard offers comprehensive network monitoring and security services intended to ensure the stability, security, and optimal performance of the Client’s network infrastructure. The Service encompasses the following for managed devices:

Proactive monitoring and maintenance to ensure network performance.

Updates to firmware and security protocols.

Detection and management of network threats.

Configuration of guest and captive portals for hotspots.

Management of network guest voucher systems and DNS settings.

Implementation of minor adjustments to network settings and configurations upon request.

3. Exclusions

The Service does not include:

Significant network modifications, including reconfiguration of networks or creation of multiple VLANs.

Services, tasks, or support not specifically described within the Service provisions.

4. Client Obligations

The Client is required to:

Provide the necessary access and information to facilitate the effective delivery of the Service.

Ensure the network infrastructure and access points are installed or approved by JPTechGroup LTD for compatibility and optimal service performance.

Communicate any specific service requirements or changes to their network infrastructure to the Provider.

Allow the provider to register for NCSC early response notifications on their behalf. 

5. Service Management and Incident Response

The Provider will manage network performance, including the updating of firmware and security enhancements, and monitor for network threats as part of the Service.

In case of network incidents or downtime, the Provider will proactively detect and address issues within its capability. The Provider is not obligated to notify the Client of every incident but is committed to ensuring effective issue resolution.

In instances where broadband service is not managed or provided by JPTechGroup LTD, it is the Client’s responsibility to contact their broadband provider to inquire about potential incidents, outages, or maintenance activities affecting their service.

6. Fees and Payment

The Service fees are detailed in the Agreement and any relevant Order Confirmation.

The Client agrees to adhere to the payment terms as specified in the Agreement for all services rendered under NetworkGuard.

7. Term and Termination

This ToS becomes effective upon the Client’s subscription to the NetworkGuard service and will continue in force until terminated in accordance with the Agreement’s terms.

8. Limitation of Liability

The Provider’s liability is confined to the scope of the NetworkGuard service as delineated in this ToS. The Provider will not be liable for incidents or damages resulting from external factors outside its control.

9. Data Protection

Both parties commit to adhere to prevailing data protection laws in relation to any sensitive data processed as part of the Service, including but not limited to the handling of NCSC early warning notification data by the Provider as agreed upon by the Client.

10. Amendments

The Provider reserves the right to modify these ToS at any time, with adequate notice to the Client. Continued use of the Service post-amendment signifies the Client’s acceptance of the revised terms.

11. Governing Law

The ToS and the provision of the Service are governed by the laws of England and Wales.

Acknowledgment

By subscribing to the NetworkGuard service, the Client agrees to be bound by these Terms of Service and the Managed Services Agreement’s stipulations.

Our remote support services are billed at an hourly rate of £95.00. For support sessions shorter than 20 minutes, a reduced rate of £65.00 applies. Beyond this duration, the standard hourly rate will be charged. Prices are excluding VAT.

Our remote assistance encompasses a range of services, including but not limited to, support via phone calls, emails, and direct remote access to your devices or network. This ensures a versatile and comprehensive approach to meeting your technical support needs.

Please note that the final invoicing may be subject to adjustments. This can occur if the nature of the support requires additional resources beyond the initial estimation. We strive to maintain transparency and fairness in such instances.

Following the completion of the support session, you will receive a detailed report via email. This document will outline the assistance provided, ensuring clarity and record-keeping of the service rendered.

For clients who anticipate a regular need for remote support, we recommend exploring our subscription plans. These plans offer our remote support services at discounted rates, providing a cost-effective solution for ongoing technical assistance needs. Checkout our help desk support plan “HDSP”.

Where we agree to accept unwanted Products back from you we reserve the right to charge you a re-stocking fee of the higher of 20% of the Product sales price or the sum of £20 which you agree to pay upon re-stocking. Any such returned Products must be unopened and in a fully resalable condition and if they are not or you have not paid the re-stocking fee we may refuse to accept the Products back. You have 5 working days in which to return unwanted Products.

The Terms and Conditions will follow any laws associated with the UK laws such as the Consumer Rights Act 2015 and all other relevant legislation, and the User consents to the jurisdiction of the UK courts in the event of any dispute.

If you breach the Terms and Conditions, we shall be compensated by you for its reasonable legal fees and out-of-pocket expenses which in any way relate to the breach of the Terms and Conditions.

You acknowledge that compliance with the Terms and Conditions is necessary to protect the business and other interests of our company and that a breach of the Terms and Conditions will also give rise to irreparable and continuing injury to us.

Therefore, you hereby agree that breach of the Terms and Conditions will give the right to us to seek damages for any losses and damages incurred as a result of breach of the Terms and Conditions and/or in connection with such violation.

If any Clause, or part of a Clause, of the Terms and Conditions, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remainder of the Clause or Paragraph which contains the relevant provision shall not be affected, unless otherwise stipulated under applicable law. If the remainder of the provision is not affected, the Parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the Clause, or the part of the Clause, in question.

The Terms and Conditions represent the entire agreement between you and us, completely replacing any other previous written or verbal agreements concerning the relationship between you and us.

1. Definitions

In this document (the “Common Terms”), the following terms shall have the following meanings:

“Agreement” means the managed services agreement entered into between JPTECHGROUP LTD (the “Business”) and the relevant client (the “Client”).

“Effective Date” means the date of the Agreement.

“Fees” means any amount as agreed from time to time between the Parties to be applicable to a Service, as specified in the relevant Order Confirmations.

“Hardware” means any products, including (but not limited to) any equipment, apparatuses, appliances, instruments and hardware of whatever nature which are installed at the Client’s premises as part of the Services.

“Invoice Date” means a day on which the Business submits an invoice to the Client, requesting payment for the Fees incurred with respect of Services delivered.

“Order Confirmation” means a written notice delivered to the Sub-Contractor (whether in physical or electronic form) by the Business, confirming the terms on which the Sub-Contractor shall provide a Services to the Business.

“Payment Deadline” means the 1^st business day of the calendar month following each Invoice Date.

“Termination Date” means the day on which a Termination Notice has been served.

“Termination Notice” means a written notice delivered to the Client (whether in physical or electronic form) by the Business expressing the intent to terminate the agreement between the Parties in accordance with the Agreement.

“Third Party Provider” means the third-party providers of the Thid Party Services.

“Third Party Services” means the subscription-based services (including, but not limited to, VoIP, hosting, broadband, backup solutions, end point protection and POS systems) provided by certain third-parties to be resold by the Business to the Client as agreed between the Parties from time to time.

2. 2. The Business. 

The Parties agree and acknowledge that the Business is an independent business and is not, for any purpose, an employee of the Client. The Business does not have any authority to enter into agreements or contracts on behalf of the Client and shall not represent that it possesses any such authority. Nothing contained in the Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.

1. 3. Risk and Title.
2. Risk of loss of or damage to the Hardware shall pass to the Client at the time the Hardware has been delivered and/or installed at the Client’s premises pursuant to the Services.
3. The Business will still own any Hardware, regardless of delivery, until the Client has paid the relevant Fees in full, and all other sums due from the Client to the Business at that time.
4. While the Business still owns any of the Hardware delivered to the Client, the Client:
   1. will hold those Hardware on a fiduciary basis as the Business’s property and on the Business’s behalf as bailee and depository for the Business and the Business must ensure that they are clearly identifiable as belonging to the Business;
   2. must not resell, deal with, pledge or dispose of those Hardware;
   3. must not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware; and
   4. must maintain the Hardware in satisfactory condition and keep them insured against all risks for their full price on the Business’s behalf from the date of installation.
5. If the Client is overdue in any payment due, or if the Agreement is terminated, all sums shall become immediately due and payable and the Business shall be entitled upon demand to the immediate recovery of any Hardware which belongs to the Business. The Client irrevocably gives the Business authority to enter any place to recover such Hardware. Such recovery shall not cancel the Client’s obligation to pay the Fees, provided that the Business must make a fair allowance for the value of any Hardware (if any) which the Business has recovered.
6. Delegation.

The Business may sub-contract or delegate the performance of any or all of the Services to any party whom it reasonably believes is capable of, and experienced in, performing the functions to be sub-contracted or delegated to it, provided that:

1. no such sub-contracting or delegation by the Business will release or discharge the Business from any of its obligations under the Agreement and the Business shall remain liable for any act or omission of any party to whom it so sub-contracts or delegates; and
2. the Business shall be solely responsible for any fees and expenses payable to any such sub-contractor or delegate.

5. 5.  Representations.

Each Party represents and warrants that it has full power, authority and right to transact under the Agreement, has full power and authority to perform its obligations under the Agreement, and has taken all necessary action to authorise the transaction under the Agreement.  No other consents are necessary to enter into or perform obligations under the Agreement.

6. 6. Governing Law. The Agreement and the rights of the Parties thereto shall be governed exclusively by the laws of England.
7. 7. Disputes. Any dispute arising from the Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then, at the Business’s discretion, the dispute can be resolved through binding arbitration conducted in accordance with the rules of an arbitral tribunal reasonably selected by the Business.
8. 8. Binding Effect.  The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
9. 9. Assignment. The respective rights of each Party under the Agreement cannot be assigned, transferred or sold without the prior written consent of the other Party.
10. 10. Entire Agreement.

The Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties.

11. 11. Amendments. 

No supplement, modification or amendment of the Agreement will be binding unless agreed in writing by both of the Parties.

12. 12. Notices.

Any notice or other communication given or made to either Party under the Agreement shall be in writing and delivered by electronic mail or by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address as that Party may designate by notice, and shall be deemed given on the date of delivery.

13. 13. Waiver.

Neither Party shall be deemed to have waived any provision of the Agreement or the exercise of any rights held under the Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of the Agreement shall not constitute a waiver of any subsequent or other breach or violation.

14. 14. Further Assurances.

At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of the Agreement.

15. 15. Severability.

If any provision of the Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in the Agreement.

16. Force Majeure

Neither Party shall be liable for any failure to perform under the Agreement when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy.  In the event of such delay, the date of delivery or time for completing the Services will be extended by a period of time reasonably necessary by the Parties. If the delay remains in effect for a period in excess of thirty days, the Business may terminate the Agreement immediately upon written notice to Client.

17. Counterparts

The Agreement may be executed by electronic signature (through a third party platform such as PandaDoc) and in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of the Agreement.