The Legal Stuff
At IDT we consistently deliver what we promise and leave our customers happy with our service. Our terms and conditions set out some important things you should be aware of when you purchase goods and services from IDT. Unless you have signed up to our Managed Services Agreement or a standalone Hosting Services Agreement, or Project Services Agreement, these General Working Terms and Conditions will apply where you purchase or use hardware, software and services from IDT.
The term ‘IDT’ or ‘us’ or ‘we’ refers to Interactive Data Technology Limited, whose registered office is Mercian Park, Mercian Close, Ilkeston, Derbyshire, DE7 8HG. Registered number 3407803 (England and Wales). The term ‘you’, ‘your’ or ‘client’ refers to the user or purchaser of goods or services, or the user of our website. If you are a business user, these terms will apply to use or purchases by your affiliates, subsidiaries or other members of your group.
These conditions, together with any quote, shall form the agreement between IDT and you for provision of the applicable services, software or hardware stated in your quote. These conditions shall prevail, unless stated specifically otherwise, over any inconsistent terms or conditions contained in your purchase order, quotation, confirmation of order, specification, invoice, or implied by law, trade custom, practice or course of dealing.
Unless otherwise agreed by the parties in the applicable quote, payment must be made in full within 30 days from the date of our invoice. This applies to all hardware, software and services. Until payment has been received in full, all hardware remains the property of IDT and / or its third party vendor. All amounts and fees stated are exclusive of Value Added Tax, which shall be added to IDT’s invoice(s) at the appropriate rate.
Quotations are valid for 7 days from the time of issue, unless agreed in writing with us. Please check your quotation for the exact period of validity. Any change to the scope of the work, including a change to any stated assumptions or customer dependencies, may result in the quotation being made invalid. Should this occur an updated quotation will be issued to replace the previous version. Quotations are also subject to product availability at the time of issue. Cost and timescales may be affected by stock levels held by us, or at the relevant third party supplier.
Cancellation of Scheduled Work
If you need to cancel an appointment, IDT request that at least 24 hours’ notice be given. Cancellation at short notice may incur an administration charge based on our prevailing hourly rates for time incurred.
Work carried out by IDT
IDT accepts no liability in respect of any problem(s) we are unable to remedy due to any factors beyond our control. These include (but are not limited to) the specification, age, or condition of your hardware or software, failure to provide appropriate software licenses, discs, drivers, lack of vendor support (for example where you have not kept up the relevant support subscriptions), lack of access to third party services, any issues with your telecommunications and internet connection, or failure to comply with any IDT minimum requirements notified to you from time to time.
Work carried out by 3rd Parties
IDT accepts no liability in respect of any problem(s) caused by non-IDT approved technicians working on your systems. Before any other parties are given access to your IT systems we request that you inform us, so that we can provide relevant guidance and information to them, or can monitor, coordinate and restrict their access. This is to avoid actions that may damage your system or cause disruption. Any work required to fix damage or errors caused by any third party which you engage, shall be chargeable at our prevailing rates.
Hardware Software and Support purchased through IDT
Third party hardware, software and support services can be purchased through IDT in our capacity as a Reseller of such products or services. Any such purchase shall also be subject to the applicable purchase, license and / or support terms as the applicable third party may provide. Except as provided below in respect of the limited warranty, and any applicable support services you may purchase from IDT directly, IDT accepts no liability for the performance or operation of the hardware, software and / or services purchased through IDT from a third party. IDT may, at its option, either repair, or replace any hardware or software which fails to perform, or re-perform the applicable services, or IDT may offer a refund if it is able to claim such refund from the applicable third party supplier. Such repair or replacement (or refund if it is available to IDT) constitutes your sole and exclusive remedy for any failure of third party services, hardware or software. Hardware which is sold to you by IDT, is covered with the standard manufacturer warranty/guarantee from unless stated otherwise.
We will endeavor to resolve minor issues with hardware and software provided by IDT, that may arise within 7 days of your receipt. More serious faults, or faults that develop outside of the 7 days are not the responsibility of IDT. However, IDT will always endeavor to assist with any problems that arise from the goods and services that we provide to you, subject to IT Support agreement. Second-hand hardware is sold as seen with no warranty. We thoroughly test all hardware before selling it to ensure it is working correctly. You may not re-sell, transfer or assign any third party services, or software licenses unless the terms of the applicable third party vendor permit, or we agree with you in writing.
Services Provided and Products Created by IDT
IDT warrants that the services provided by IDT will be performed with reasonable skill and care, and that the services provided, or software and hardware created directly by IDT will be provided substantially in accordance with any written specification agreed by the parties. The foregoing warranties shall not apply to the extent of any non-conformance that is caused by use of the services, any software or hardware, contrary to IDTs’ instructions, or any recommendations set out in writing to you, or set out in any minimum requirements which IDT may notify you of.
If the relevant services, software or hardware do not conform with the above warranties, IDT will, at its expense, use reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance.
Such correction or substitution (or refund if it is available to IDT) constitutes your sole and exclusive remedy for any breach of the warranty. Notwithstanding the foregoing, IDT: (a) does not warrant that your use of the services, software or hardware will be uninterrupted or error-free; (b) is not responsible for errors or failure of your software and hardware or third party services which IDT has advised is inadequate, or is likely to cause errors in or failure of the services, software or hardware provided by IDT, or which does not meet the any minimum requirements which IDT may notify you of; and, (c) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Where IDT are providing a resold service with a trusted partner, we are not responsible for any disruption to this service. We can assist in resolving issues and liaise with their support team. There will be a support charge incurred at our standard hourly rate for this assistance.
In the first instance, we recommend that you raise the issue with us first and we will advise whether the issue is best resolved by IDT or by the service provider’s own support team. This time will be chargeable at our prevailing rates. You shall remain responsible for the use of the software, hardware or services under your control, including any use by third parties (whether fraudulent or invited by you).
This clause (Liability) sets out the entire financial liability of IDT (including any liability for the acts or omissions of its officers, employees, agents and subcontractors) to the Client in respect of:
(a) any breach of the agreement between the parties;
(b) any use made by you of the services, software, hardware or information provided by IDT; and
(c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement except as expressly and specifically provided in this agreement: (a) you assume sole responsibility for results obtained from the receipt of the services or any deliverables, use of the software and hardware, and for conclusions drawn from such use. (b) IDT shall have no liability for any damage caused by any actions taken by IDT at your direction; (c) (except where the supply is to a person dealing as a consumer) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement; and,
(d) IDT shall not accept any liability for any claim in respect of the provision of the services, hardware, software] whatsoever unless within 28 days of the provision of the services, hardware, software, or in the case of any defect not reasonably discoverable at the date of supply of the provision of the services, hardware, software within 28 days of the date of discovery of the defect by the Client, the Client gives to IDT notice in writing of the matter or thing in respect of which a claim is made.
(e) Nothing in this agreement excludes or limits the liability of IDT for: (a) death or personal injury caused by IDT’ negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.
(f) Subject to the foregoing: (a) IDT shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, loss or corruption of data, depletion of goodwill or similar losses, increased costs, failure to achieve anticipated savings, or pure economic loss, or for any indirect or consequential loss, costs, damages, charges or expenses however arising; and (b) IDTs’ total aggregate liability in contract, tort (including negligence) or breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the fees paid for the applicable services, hardware, software as set out in the relevant quotation. (c) IDT accepts liability to you for damage to your tangible property, including third parties using your facilities or services, resulting from the negligence of IDT up to a sum of £1 million for any one incident or series of incidents arising from a common cause.
Customer Data and Privacy
The Customer shall own all right, title and interest in all data which you provide to IDT, or which IDT accesses on your systems (“Customer Data”), and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
Each party warrants that it shall comply with the Data Protection Act when performing or receiving the services, hardware or software.
You shall be the data controller, and the parties hereby acknowledge that IDT will be acting as data processor in respect of all data processing activities in relation to your personal data that IDT carries out under this agreement.
IDT undertakes to you that:
(a) it shall process your personal data only in accordance with your written instructions and to the extent, and in such a manner, as is reasonably necessary to supply the services in accordance with these conditions or as is required by any applicable law;
(c) it shall not (and shall ensure that its personnel do not) publish, disclose or divulge any of your personal data to any third party, nor allow any third party to process Client’s personal data on IDT’s behalf without your prior written consent;
(d) it shall not transfer your personal data outside the European Economic Area without your prior written consent; and
(e) it shall use reasonable endeavors to assist you with any subject access request that you receive relating to your personal data processed by IDT under this agreement.
Hardware Left with IDT
Hardware left in the control of IDT representatives is insured against fire, theft and damage. We are not liable for any further faults (including unreported faults) that arise during the period that the hardware is in our control. Due to the nature of the work, there is always some risk when working on upgrading/repairing PC hardware (testing and upgrading can stress components). We work following best practices to avoid placing any unnecessary risk to your hardware. By leaving the hardware with us you are confirming that you are happy to accept this liability. Once work is completed we will arrange collection or delivery at the earliest possible juncture. Failure to collect your hardware or to respond to communications may result in your hardware becoming forfeit and being disposed of. We will always wait at least 60 days before taking this course of action.
Returns and Complaints Policy
In the event of any dissatisfaction with the service provided by IDT please contact us immediately to discuss the issues encountered. Within the scope of the originally agreed work IDT will always endeavor to come to a mutually satisfactory outcome in the event of any dissatisfaction with any service or goods provided; customer service is our number one consideration. For issues unrelated to our work completed, or outside the scope of the agreed work, IDT are not responsible. Any additional work outside the original scope of agreed work will be chargeable at our prevailing rates.
You warrant that you have the authority (including valid licenses, consents, permissions and rights to use) to grant any rights to IDT under these conditions, including the right to provide access to, or the use of any of your software, hardware, and materials by IDT to be used for the provision of the services, nothing in these conditions affects either party’s rights in pre-existing Intellectual Property Rights (including pre-existing Intellectual Property Rights of either party contained in or relating to Confidential Information) (Pre-Existing IPR). You shall own and retain all rights, title and interest in and to the Customer Data. IDT shall have no rights to access, use or modify that Customer Data except as necessary to perform the services, or as agreed in advance in writing with you.
Third party IPR indemnity
Each party shall defend the other party, its officers, directors and employees (together, the indemnified parties) against any claim that the services, documentation or anything provided by the indemnifying party to the indemnified party, infringes any United Kingdom patent effective as of the date on which services commence or products or information are provided, copyright, trade mark, database right, and shall indemnify the indemnified parties for any amounts awarded against the indemnified parties in judgment or settlement of such claims, provided that:
(a) the indemnifying party is given prompt notice of any such claim;
(b) the indemnified partiers provides reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party’s expense; and,
(c) the indemnifying party is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, the indemnifying party may procure the right for the indemnified parties to continue using or providing the services, software or hardware, replace or modify the services, software or hardware so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on  business days’ notice to the indemnified party without any additional liability or obligation to pay liquidated damages or other additional costs to the indemnified parties.
In no event shall IDT, its officers, employees, agents and sub-contractors be liable to your indemnified parties to the extent that the alleged infringement is based on: (a) a modification of the services, software or hardware or information by anyone other than IDT; (b) the Client’s use of the services, software, hardware or information in a manner contrary to the instructions given to you by IDT; or (c) your use of the services, software, hardware or information after notice of the alleged or actual infringement from IDT or any appropriate authority. The foregoing states the indemnified parties’ sole and exclusive rights and remedies, and indemnifying party’s (including its officers’, employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, or database right.
The provisions of this clause (confidentiality) shall not apply to any confidential information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) was known to the receiving party before the information was disclosed to it by the disclosing party;
(e) the parties agree in writing is not confidential or may be disclosed; or
(f) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
Each party shall keep the other party’s confidential information confidential and shall not: (a) use such confidential information except for the purpose of exercising or performing its rights and obligations under these conditions (Permitted Purpose); or (b) disclose such confidential information in whole or in part to any third party, except as expressly permitted by this clause.
Each party shall take all reasonable steps to ensure that the other’s confidential information to which it has access is not disclosed or distributed by its employees or agents in violation of these conditions. You acknowledge that IDT’s confidential information includes any designs, plans, software or other materials created by IDT in connection with the services and you agree not to make use of any such material for any purpose other than receipt of the services from IDT.
A party may disclose the other party’s confidential information to those of its representatives who need to know such confidential information for the Permitted Purpose, provided that: (a) it informs such representatives of the confidential nature of the confidential information before disclosure; and (b) at all times, it is responsible for such representatives’ compliance with the confidentiality obligations set out in these conditions.
A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority (including, any relevant securities exchanges) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The provisions of this clause (confidentiality) shall continue to apply after termination or expiry of this agreement.
Term and Renewals
If you purchase services from IDT that are intended to repeat on a periodic basis (for example, monthly, quarterly, annual or bi-annually), including if a service or subscription is identified as repeating in your quotation, then IDT may assume renewal of such services or subscriptions, and send an invoice on the month prior in respect of the subsequent period. If you do not wish such services or subscription to continue, you must provide IDT with at least 60 days’ prior written notice to withdraw from the renewal.
Without prejudice to any rights that the parties have accrued under this agreement or any of their respective remedies, obligations or liabilities either party may terminate this agreement] with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
On termination of this agreement for any reason: (a) IDT shall immediately cease provision of any services, or will cancel any orders not yet fulfilled; (b) you shall pay to IDT the applicable fees and expenses payable for the services, hardware or software which have been completed and provided to you; and, (c) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party.
Interpretation: Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular, and a reference to one gender shall include a reference to the other genders. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns. Any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, shall be construed as illustrative and shall not limit the generality of the related general words. A reference to writing or written includes e-mail.
Force majeure: IDT shall have no liability to you under this agreement if it is prevented from, or delayed in, performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control. Waiver: No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Severance: If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
Entire agreement: This agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract. Nothing in this clause shall limit or exclude any liability for fraud.
Amendments: No alteration to or variation of this agreement shall take effect unless and until the same is in writing and signed on behalf of each of the parties by a duly authorised representative. The parties acknowledge that such amendment may be made validly by an exchange of emails.
Assignment: You shall not, without the prior written consent of IDT, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement. IDT may at any time assign, transfer, charge, subcontract or deal in any other manner, with all or any of its rights or obligations under this agreement without your consent.
No partnership or agency: Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Third-party rights: No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.