Terms and Conditions

1) The terms of this agreement (the “Terms and Conditions”) will apply to and govern all contracts under which Origin Growth Limited, registered in England and Wales with company number 11475953 (“Origin Support”) agrees to supply Services to you (the “member”), and shall prevail over any terms and conditions introduced by the member, whether referred to in the member’s order, or in correspondence and elsewhere, or implied by trade custom practice or course of dealing. Any purported provisions contrary to the terms of these Terms and Conditions are hereby excluded or extinguished. No variation of these terms and conditions shall be effective unless previously agreed in writing between the two parties. These Terms and Conditions incorporate the data processing terms of Origin Support.

2) Origin Support shall provide IT Support Services (Services), as described on our website, to the member in accordance with these Terms and Conditions and in consideration for timely payment of the charges which may fall due pursuant to these Terms and Conditions.

3) The member organisation may enquire about Services by completing the enquiry form on Origin Support’s website, emailing Origin Support or by calling Origin Support. When Origin Support receives the member’s enquiry Origin Support will respond to let the member know provisionally whether Origin Support is able to provide the Goods and Services that the member requires. This is not an offer for services capable of being accepted by the member and is considered by Origin Support to be marketing material.

4) Based on the information that the member has provided and our onboarding process Origin Support will provide support to the organisation. In order to proceed, a member must sign up and complete the on-boarding process. By completing and submitting a member order, the member confirms that the member understands, accepts, and agrees to be bound by these Terms and Conditions.

5) If Origin Support wishes to accept the member as a member, Origin Support shall confirm acceptance in the form of the sign-up and only once Origin Support has responded sending the member the confirmation will there a binding contract between the Origin Support and the member.

6) Security and data safeguarding: The member shall be solely responsible for ensuring that at all times all data which is, in the opinion of the member, important or critical to its operations has been backed up, and that recovery procedures sufficient to enable the restoration of that data in the event of loss or corruption are in place. This should be carried out by the member prior to Origin Support starting work on its computer system or before the commencement of any other activity.

7) Software Licensing: The member shall be solely responsible for complying with the terms of use, distribution, duplication, or other requirements, whether public or private in origin, applicable to any software, or component of software, supplied through Origin Support, or any software which Origin Support may be asked to work on. Origin Support may delay any project without penalty until proof of licensing can be provided in respect of any software

8) Origin Support gives no warranty to the member in respect of services that are purchased by Origin Support from another supplier or vendor for resale to the member. It shall be the member’s sole responsibility to pursue warranty claims against the manufacturer, vendor or the other supplier. Origin Support may in its discretion provide assistance in the pursuit of such claims but shall be under no obligation to do so.

9) Origin Support will not guarantee the performance of any software which it has installed, shall have no responsibility for any errors occurring in any software provided by a third party, and shall not have any responsibility for any open-source software or software elements. While Origin Support shall aim to resolve issues specified by the vendor, such services shall be chargeable at Origin Support’s then current hourly rate.

10) The member acknowledges that it shall acquire no ownership of any software provided to it pursuant to agreements subject to these Terms and Conditions and that all such software shall be supplied on a licenced basis. Origin Support makes no warrant that it can fix or repair all errors that may arise in member’s systems, arising in hardware, software or otherwise.

11) Origin Support stores all service tickets made to it in accordance with Data Protection Laws. By agreeing to these Terms and Conditions the member confirms it has obtained the necessary authorisation from its staff and any other third party whose Protected Data may be processed by Origin Support.

12) The parties agree that the member is a Controller and that Origin Support is a Processor for the purposes of processing any Protected Data pursuant to these Terms and Conditions. The member shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The member shall ensure all instructions given by it to Origin Support in respect of Protected Data (including without limitation these Terms and Conditions) shall at all times be in accordance with Data Protection Laws. Origin Support shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of these Terms and Conditions.

13) The member shall indemnify and keep indemnified Origin Support against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the member of its obligations in respect of Data Protection Laws.

14) At the end of the provision of the Services relating to the processing of Protected Data, at the member’s cost and the member’s option, Origin Support shall either return all of the Protected Data to the member or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law permits Origin Support to store such Protected Data. This clause 33) shall survive termination or expiry of these Terms and Conditions.

15) Provision of Services: The member agrees that Origin Support may, from time to time, appoint Authorised Agents to perform some or all of its obligations under the terms of agreements concluded pursuant to these Terms and Conditions. The member agrees to the Services being provided by Authorised Agents in this fashion and agrees to extend all such cooperation and assistance to such Authorised Agents as is reasonably necessary to enable those parties to provide the Services in such fashion, as well as to comply with any instructions issued by such Authorised Agents as if such instructions originated directly from Origin Support. Origin Support may sub-contract to third parties all or any part of the Services to be carried out. The member shall not assign to a third party any or all of its rights or obligations without the prior written consent of Origin Support.

16) Intellectual Property: All intellectual property rights (including without limitation, copyright), inherent in all material originated and/or provided by Origin Support to the member, either in the form of pre-contract documentation, site documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information, shall remain the property of Origin Support. Origin Support reserves the right to, by way of separate negotiation and upon payment in full, transfer, assign or licence copyright (or any other intellectual property) to the member.

17) Risk: Without prejudice to clause 43), risk and title in Goods shall pass upon delivery of Goods to the member’s premises. Where material is transmitted electronically, risk will be deemed to have passed to the member, upon the moment of transmission – not of receipt.

18) Termination: Either party may terminate the agreement governed by these Terms and Conditions by providing the other with written notice no less than three months prior to the end of the Initial 12 month Term.

19) Indemnity: The member will indemnify and hold harmless Origin Support, its Authorised Agents, staff, contractors and agents for any loss or damage suffered or incurred as a result of any failure by the member to obtain any necessary license or consent to enter any premises, or suffered as a result of any relevant premises being unsafe or unsuitable, or any damage to any equipment of Origin Support caused by the member or its systems, or any failure of the member to comply with any conditions imposed by any other party (including without limitation for the avoidance of doubt any breach by the member of any third party’s intellectual property).

20) Liability: to the maximum extent permitted by law neither Origin Support, nor any of it’s Authorised Agents, shall under any circumstances be liable for any breach by it of any of these Terms and Conditions or breach by it of any implied warranty, condition or other term of the agreement, or any negligent or innocent misrepresentation, or any negligence or other duty at common law for any indirect or consequential loss, damage, expense or injury of any kind. Nor shall Origin Support be responsible for any loss or damage arising from loss of profits, loss of savings, loss of business opportunity, loss or corruption of data, interruption to business, loss of revenue, loss of goodwill, or any form of special damages, whether direct, consequential or otherwise, and whether or not either party to this agreement foresaw the possibility of such loss or damage.

21) The parties acknowledge and agree that the limitations contained in these Terms and Conditions are reasonable in the light of all the circumstances. The limitations shall apply cumulatively, and shall apply regardless of the form of action, whether under statute, in contract or tort, including without limitation negligence, or any other form of action.

22) Nothing in these Terms and Conditions is intended to or will exclude or limit Origin Support’s liability for death or personal injury caused by Origin Support’s negligence, or for fraud or fraudulent misrepresentation by Origin Support.

23) Non-solicitation: In order to protect the legitimate business interests of Origin Support, during the Restricted Period the member shall not without the prior written consent of Origin Support, either directly or indirectly, by or through itself, its affiliate, its agent or otherwise, or in conjunction with its affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person:

solicit, entice or induce, or endeavour to solicit, entice or induce, any Restricted Person with a view to employing or engaging the Restricted Person, or
employ or engage, or offer to employ or engage a Restricted Person.

24) Force Majeure: Origin Support shall not be liable to the member for any loss or damage which may be suffered by the member as a result of the delivery of goods, materials or the execution of a contract being delayed prevented hindered or made uneconomic by reason or circumstances or events beyond Origin Support control including, but not limited to:

(a) Act of God, or riot, strike, lock-out, trade dispute, act of terrorism, labour disturbance, restriction or ban on overtime, accident, fire, flood or storm difficulty or increased expense or;

(b) Failure by the member to give adequate instructions or supply the necessary information in due time or

25) Claims: All claims in respect of material, Goods or non-execution of the contract must be made in writing and received by Origin Support no later than fourteen (14) days of the date of delivery to the member, the member’s premises or the member’s vehicle, or in the case of electronic transmission, from the date of transmission. The parties to this agreement specifically exclude the rights of any third parties to make any claim under its terms pursuant to the Contracts (Rights of Third Parties) Act or otherwise.

26) Entire Agreement: These Terms and Conditions constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

27) Each party acknowledges that it has not entered into these Terms and Conditions and Booking Form in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Terms and Conditions and the Booking Form, except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Terms and Conditions and the Booking Form.

28) Waiver: Any waiver by Origin Support of any breach of any term of these Terms and Conditions shall be valid only if given in writing.

29) Severance: Origin Support and the member believe that these Terms and Conditions are reasonable. If any provision shall be held to be contrary to applicable law, such provision shall be severed from the remainder, and the remainder shall continue in full force and effect.

30) Notices: Any notice hereunder shall be deemed to have been duly given if sent pre-paid first-class post, fax or e-mail to the party concerned at the address specified.

31) Law: All contracts to which these Terms and Conditions apply shall be governed and construed in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

Version: 1.6
Last updated: 11/10/2020