Terms & Conditions

Terms and conditions for the supply of Mear Technology SUPPORT services

  1. Definitions
    1. In these terms and conditions for the supply of support services ("these Conditions") the following words and expressions shall bear the meanings given to them below (unless the context otherwise requires):-

      "The Agreement" means the agreement between the Company and the Client for the provision by the Company of the Support Services, comprising these Conditions together with the Proposal.

      "Business Hours" means 9.00am to 5.30pm, Monday to Friday excluding public, statutory and local holidays.

      "Charges" means the charges payable by the Client to the Company as set out in the Proposal.

      "Client" means the party defined as such in the Proposal.

      "Commencement Date" means the date identified as such in the Proposal.

      "Company" means Mear Technology Limited a private limited company, incorporated under the Companies Acts, in Scotland under registered number SC404950 and having its registered office at The Alba Business Centre, The Alba Campus, West Lothian, EH54 7EG.

      "Confidential Information" means information passing between the parties which has been disclosed to or otherwise obtained by one party (the “Recipient”), by the other (the “Discloser”), which has been expressed to be confidential or which would appear to a reasonable person to be confidential.

      "Data Controller" has the meaning set out in section 1(1) of the DPA.

      "DPA" the Data Protection Act 1998.

      "GDPR" General Data Protection Regulation.

      "Initial Term" means the period specified as such in the Proposal.

      "Losses" means loss of revenue, loss of actual or anticipated profits, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of programs or loss of data (due to, but not limited to, damage, corruption, hacking, breaches of security, computer misuse, denial of service attack, viruses, disabling or harmful devices or otherwise).

      "Personal Data" has the meaning set out in section 1(1) of the DPA and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which the Company is providing services under this Agreement.

      "Premises" the premises identified as such in the Proposal.

      "Proposal" the written proposal attached to these Conditions which has been signed by the Client and the Company.

      "Schedules" means the Schedules to these Conditions.

      "Support Services" means the support services to be provided by the Company to the Client at the Premises, as more particularly described in the Proposal.

      "Year" means each period of twelve months commencing on the Commencement Date and each anniversary of the Commencement Date.

    2. The Schedules form part of these Conditions
    3. In these Conditions, reference to any statute or statutory provision shall include a reference to any statute or statutory provision which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision.
    4. In these Conditions, the singular includes the plural and the masculine includes the feminine and vice versa.
    5. In these Conditions, references to persons shall include bodies corporate, unincorporated associations and partnerships.
    6. In these Conditions, references to any Clause, Sub-Clause or Schedule are references to Clauses, Sub-Clauses or Schedules to these Conditions.
    7. In these Conditions, the headings to Clauses are for convenience only and shall not affect the interpretation of these Conditions.
    8. Reference to any party in these Conditions shall be deemed to include a reference to its successors, permitted transferees and permitted assignees.
    9. Nothing in these Conditions shall confer or be construed as conferring any rights on any third party.
    10. In these Conditions a reference to a communication being "in writing" or similar expression means any communication, handwritten or typed and hand delivered or sent by post, facsimile, courier or e-mail or any comparable method of communication, and reference to a document being "signed" or similar expression means signed in any way recognized by law which may include electronic or digital signature.
  2. Term
    1. Subject to the terms of these Conditions, the Agreement shall commence on the Commencement Date and shall continue in force thereafter for the Initial Term and thereafter from year to year subject (at any time) to:-

      (i) earlier termination in accordance with the terms of these Conditions; or

      (ii) service of notice in accordance with Clause 2.2.

    2. Either party may terminate the Agreement at any time upon giving the other party two months" prior notice in writing.
    3. Should the Client elect to terminate the Agreement during the Initial Term, other than in accordance with clause 8.1, the Client agrees to pay the equivalent of three months" Charges or the balance of Charges falling due in respect of the balance remaining of the Initial Term (whichever is lower) to the Company upon a written request from the Company to that effect.
  3. The Services
    1. During the term of the Agreement, the Company will provide the Support Services and the Client will take and pay for the Support Services. The Support Services will be provided in accordance with the Proposal and Schedule 1 (Service level agreement).
    2. The Company"s obligation to provide Support Services shall extend to that defined in Schedule 2 " Equipment, Software and Locations.
    3. The Company warrants to the Client that the Support Services will be provided using reasonable care and skill and in accordance with relevant industry standards from time to time.
    4. The Client shall provide the Company, its employees, agents, consultants and subcontractors with access to the Premises and/or office accommodation and other facilities as reasonably required by the Company from time to time in order for the Company to provide the Support Services.
    5. The Client shall ensure that all of its equipment and hardware is maintained in good working order and adequately insured at all times.
    6. The Client shall co-operate generally with the Company at all times when the Company is providing the Support Services.
    7. The Client shall inform the Company as soon as reasonably practicable of any irregularities or issues in, or any material observations of the Client regarding, the Client"s IT equipment set out in Schedule 2.
    8. The Client undertakes to use the IT equipment set out in Schedule 2 in accordance with the manufacturer"s instructions at all times during the term of the Agreement.
  4. Payment
    1. In consideration of the Support Services provided by the Company to the Client, the Client shall pay the Charges.
    2. The Charges shall be invoiced by the Company to the Client and paid by the Client to the Company in accordance with the invoicing and payment terms as set out in the Proposal.
    3. All Charges relating to:-

      (i) the Client"s purchase of any hardware and/or software from the Company; and

      (ii) the set-up costs of any such hardware and/or software, shall be due for payment by the Client within 30 days of the date of issue of the relevant invoice.

    4. All cash sums paid by the Client under the Agreement are exclusive of Value Added Tax and any other Government taxes and levies.
    5. All hardware and software supplied by the Company shall remain the property of the Company until it has been paid for in full by the Client.
    6. All proper and reasonable expenses incurred by the Company from time to time in the performance of the Support Services will be charged at cost to the Client.
    7. If any sum payable to the Company in accordance with the Agreement remains outstanding for more than 30 days from the due date of payment, the Company reserves the right, without prejudice to any other right or remedy to charge interest on such overdue sum on a day to day basis from the original due date of payment until paid in full at a rate of 8% per annum above The Royal Bank of Scotland plc base lending rate in force from time to time, whether before or after any judgement.
      An admin charge for debt recovery will also be charged as per the table below

      Amount of debt

      Admin charge

      Up to £999.99


      £1,000 to £9,999.99


      £10,000 or more


      All costs shown are exclusive VAT.
    8. If any sum payable to the Company remains outstanding in accordance with Clause 4.7, the Company shall be entitled to refrain from carrying out the Support Services (or any part thereof) until such sums and any interest payable is paid in full by the Client.
    9. Notwithstanding termination of the Agreement, the Client shall remain fully liable to discharge any costs and expenses incurred by the Company on behalf of the Client up to the relevant termination date and any loss or damage suffered by the Company as a result of such termination.
  5. Indemnity/Liability
    1. This Clause 6 prevails over all other Clauses of the Agreement and sets forth the entire liability of the Company to the Client under or pursuant to the Agreement.
    2. Nothing in the Agreement shall exclude or limit the Company's liability for death or personal injury or any liability which cannot be excluded or limited by law.
    3. Save as provided in Clause 5.2, but subject to Clauses 5.4 and 5.5, the Company does not accept and hereby excludes any liability for loss or damage to the Client"s tangible property other than caused by the Company's negligence.
    4. Save as provided in Clause 5.2, the Company shall have no liability to the Client for any of the Losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise) or any indirect, incidental, special, consequential loss or damage to the Client or any third party arising from the Support Services whether arising from the negligence of the Company or otherwise.
    5. Save as provided in Clause 5.2, the Company"s maximum and aggregate liability for any loss or damage arising out of or in connection with the Agreement, howsoever arising, shall not exceed the level of the Company's insurance policies in place from time to time or 100% of the total aggregate Charges actually paid to the Company by the Client in any Year in accordance with the Agreement, whichever of these sums is lower.
  6. Confidential Information
    1. The Recipient will keep confidential all the Confidential Information it obtains from the Discloser (even after the expiry or termination of the Agreement) and will not disclose that Confidential Information to any third party except to those of its employees and/or contractors who need to know that Confidential Information in connection with the performance of any obligation under the Agreement, and will procure from its employees and/or contractors enforceable undertakings in terms at least as binding upon said employees and/or contractors as the Recipient is bound to the Discloser hereunder.
    2. The obligations of confidentiality under this Clause 6 will not apply to Confidential Information which:

      a. was already known to or lawfully in the possession of the Recipient prior to obtaining the Confidential Information from the Discloser;

      b. was subsequently disclosed to the Recipient lawfully by a third party who did not obtain it from the Discloser;

      c. was in the public domain at the time that it was obtained from the Discloser, or it subsequently entered the public domain otherwise than as a result of a breach of the Agreement or other obligation of confidence owed by the Recipient or its employees; or

      d. the Discloser has provided its prior consent in respect of.

    3. The Recipient may disclose any Confidential Information where that disclosure is required by a court of law, or by any governmental or regulatory authority provided that the Recipient gives notice to the Discloser of that disclosure.
    4. The Company hereby agrees that it will use Confidential Information and any Personal Data solely for the purposes of the Agreement.
  7. Data Protection

    Where the Client passes to the Company, or otherwise gives the Company access to, Personal Data under the Agreement:-

    1. the Company will not carry out any processing of the Personal Data except in accordance with the Agreement or otherwise on the instructions of the Client;
    2. the Company will not acquire any rights in that Personal Data, and will return that Personal Data to the Client immediately if the Client asks it to do so;
    3. the Company will put in place appropriate technical and organisation measures against unauthorised or unlawful processing of that Personal Data, and against accidental loss or destruction of or damage to that Personal Data, in compliance with the GDPR. Technical and organisational measures will be considered "appropriate" here if they conform to the provisions of ISO 17799 (or any replacement standard relating to data security) or such other data security measures as are appropriate for the purposes of complying with the GDPR;
    4. the Company will promptly take whatever steps are necessary to comply with any reasonable requirement of the Client to ensure that the technical and organisational measures put in place by the Company comply with the DPA;
    5. the Company will not transfer knowingly any Personal Data outside the European Economic Area, except with the prior written consent of the Client, and in accordance with any additional reasonable terms which the Client imposes on such transfer; and
    6. the Company shall ensure that any transfer of Personal Data which it carries out is secure and in an encrypted form in accordance with relevant industry standards.
  8. Termination
    1. Either party will have the right to terminate the Agreement if the other party:

      a. commits any material breach of the Agreement and (in the case of a breach which is not persistent and can be remedied) has failed, within 30 days after receipt of a request in writing to do so, to remedy the breach, declaring that the Company will not be in material breach by virtue of failing to meet any deadline for any work or services to be provided pursuant to the Agreement; or

      b. has a receiver or administrative receiver appointed to it or over any part of its business or assets or passes a resolution for winding up(except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or it becomes subject to an administration order or enters into any voluntarily arrangement with its creditors, or it ceases or threatens to cease to carry on business.

    2. Subject to clause 8.5, each party will ensure that its directors, employees, contractors, consultants or agents will, upon the termination of the Agreement, immediately deliver up to the other party all correspondence, documents, papers and property (in whatever media) belonging to the other party which may be in its or their possession or under its or their control.
    3. On termination of the Agreement for any reason the Client shall return to the Company all of the hardware and/or software supplied by the Company under the Agreement which have not been fully paid for. If the Client fails to do so, then the Company may enter the Client"s premises and take possession of them. Until the hardware and/or software has been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.
    4. Termination of the Agreement for any reason shall not bring to an end the secrecy and/or confidentiality obligations of the parties hereto nor shall if affect the Client"s responsibility to pay any outstanding invoices or any other monies owing to the Company, including any interest and/or charges.
    5. Subject to payment of all outstanding amounts owed by the Client to the Company, the Company will, upon the termination of the Agreement, release all network documentation and passwords which the Company holds in relation to the Client"s IT equipment and/or software.
  9. Further Stipulations
    1. Clients utilising support units must maintain a positive support unit balance. If a negative balance is held for more than 30 days the company reserve the right to auto invoice for 10 units. Clients have the option to upgrade this within 30 days of the invoice being issued for 25, 50, 100, 200 units to take advantage of volume savings. Clients must contact their account manager or raise a ticket.
  10. Variation to Services

    Any request to vary the Support Services or any other provisions of the Agreement shall be put in writing by the Client to the Company (the "Variation Request"). The Company shall, as soon as reasonably practicable, advise if the Variation Request is acceptable to the Company, by which date the variation will be affected and the Client shall be advised of any impact of the Variation Request on the Charges.

  11. Non-Solicitation
    1. From the Commencement Date until the period of twelve months following termination or expiry of the Agreement (the "Restricted Period") the Client will not solicit for employment any member (employee) of the Company"s staff who was involved with the performance of the Company"s obligations under the Agreement at any time during the Restricted Period.
    2. If the Client is in breach of Clause 11.1, the Company, in addition to any other remedies available under the Agreement or at law, shall be entitled to recover from the Client "50,000 or 3 times the annual salary of the person whose employment has been solicited (when employed by the Client), whichever is the greater.
    3. The parties agree that the restriction set out in Clause 11.1 is reasonable in the circumstances and has been negotiated in good faith by the parties.
  12. Notices

    All notices to be given under the Agreement must be in writing and sent to the address of the recipient set out in the Agreement, or any other address which the recipient may notify to the other party in writing. Any notice may be delivered by hand personally or sent by first class prepaid letter within the United Kingdom) or airmail (if overseas) or by facsimile and will be treated as served: if by hand, when delivered; if by first class post, 48 hours after posting; if by airmail, 6 business days after posting; and if by facsimile, when despatched, provided the sender"s fax machine produces automatic confirmation of error free transmission to the recipient"s fax number.

  13. Force Majeure

    Neither party shall be liable for any delay in performing any of its obligations under the Agreement if such a delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations. Such delay shall not constitute a breach of the Agreement, provided however that if such delay continues for a period in excess of 60 days, the party not in delay shall be entitled to terminate the Agreement forthwith on written notice to the other party.

  14. Security

    The Company will secure those of the Client"s servers set out in Schedule 2 only (the "Managed Servers") conforming to Microsoft security standards from time to time. If any further data security work is required by the Client in relation to the Managed Servers, then this will be discussed with the Client and delivered by the Company for no additional charge.

  15. General
    1. The Agreement supersedes all prior agreements, arrangements, warranties and understandings between the parties with regard to its subject matter and constitutes the entire agreement and understanding between the parties relating to the supply of the Support Services. Any modification or variation to the terms of the Agreement shall only be valid if it is made in writing and signed by the Client and the Company or their duly authorised representatives.
    2. The Client hereby waives any and all existing and future claims and set-offs against any instalment, charge or other payment due hereunder and agrees to pay the Charges and other amounts due hereunder regardless of any set-off or cross-claim the Client may have against the Company.
    3. Each party to the Agreement is an independent contractor, and the Agreement does not create a partnership, agency, joint venture or employment relationship between the Company and the Client.
    4. No delay or failure by any party in exercising or enforcing any of its rights or remedies under the Agreement will prejudice or restrict its rights, nor will any waiver of rights operate as a waiver of subsequent rights.
    5. In the event that any Clause of the Agreement is held to be invalid by an authority having jurisdiction over the Agreement, that Clause may be deleted from the Agreement and the remaining Clauses shall continue to be, to the extent that they are unaffected by the deletion, valid and binding on the parties hereto.
    6. Except as required by law or in accordance with the provisions of the Agreement, no announcement or disclosure or circular concerning or in connection with the existence of the subject matter of the Agreement shall be made or issued by either party without the prior written consent of the other party.
    7. The Client shall not assign any right and/or obligation under the Agreement without the prior written consent of the Company.
    8. The Company may freely assign and/or subcontract any and/or all of its rights and/or obligations under the Agreement.
  16. Law and Jurisdiction

    The Agreement shall be governed by and construed in all respects in accordance with Scots law and the parties submit to the exclusive jurisdiction of the Scottish courts.

    SCHEDULE 1 – Service Level Agreement (SLA)

    Service level agreed

    Response times



    1. World is Collapsing

    2 hours*

    2. Critical

    4 hours*

    3. General

    8 hours*

    4. Non Urgent

    Next Scheduled Visit

    *Hours mean Business Hours

    The Company provides no warranties regarding the length of time required by it for problem solving as each situation is different and it is difficult to determine the involvement of third parties. However, the Company will endeavour to resolve any issues surrounding the managed computer network as quickly as possible.

    Priority 1 - World is Collapsing - 2 hours

    This covers failure, or multiple failures, of key business systems where the majority of staff are affected and normal operational functions are no longer possible. Such failures are likely to be server or infrastructure based and a prolonged Priority 1 incident may lead to the decision to invoke the Disaster Recovery Plan and temporary relocate to alternative premises/systems.

    The Company will strive to resolve urgent issues as soon as possible. If any third-party involvement is required, the Company will contact these parties to highlight the urgency. However, the Company cannot influence the service level agreements with these companies.

    When a priority 1 issue is logged with the Company’s support centre, the Company will first try to resolve the issue. If the solution of the problem is going to take longer than expected, the Company will endeavour to create an immediate workaround for the users so that the users’ activity can be restored.

    Priority 2 - Critical - 4 Hours

    This would be a significant failure of a subsection of the overall business systems. Such a failure may affect a smaller number of users, or a less significant part of the key systems. The business can continue to operate in a reduced manner for a short period in such a state.

    Priority 3 - User / Desktop / Printer Failure - 8 Hours

    This would be an issue or failure affecting an individual or very small group. This could be a failure in a non-key system on a server or a failure on the user’s desktop computer or printer. Users would be offered a work around (moving to another computer or printing to another device) as an interim measure whilst the problem was being rectified.

    Priority 4 - Non- Urgent Request for IT Changes - Next Scheduled Visit

    This covers routine and non-urgent issues and requests. Users are generally not affected by the issue on a day to day basis and no work around is required in the meantime.

  17. Product Information

    Product specifications, images and other information published on this website have either been made accessible by suppliers, manufacturer's, publications, publicists, or been gathered from public-domain sources. Mear Technology's intention is to ensure that all information on the website should be as accurate and up to date as possible. There is no guarantee of the reliability or the accuracy of the information contained within the site. Actions taken by the user of the website are the responsibility of the individual. Images, descriptive matter, specifications and advertising on this site are for the sole purpose of giving an approximate description of the goods. Full detailed specifications are available from the manufacturer's brochures or their websites. All trademarks are acknowledged.

  18. Complaints

    The management and staff at Mear Technology try very hard to provide a high level of customer service but they are only human and will on occasion make mistakes. However, they promise though that if mistakes are made they will do their utmost to correct them.

    Complaints are taken very seriously. If you wish to complain then please email us at complaints@meartechnology.co.uk or telephone 01506 668 613 (Standard call rates apply) 9:00am - 5.30pm, Monday to Friday.
    We will acknowledge your complaint within 3 workingdays.

    Alternatively write to us at:

    Mear Technology
    The Alba Business Centre
    The Alba Campus
    EH54 7EG


  • The Alba Centre,
    The Alba Campus,
    West Lothian, EH54 7EG
    Company Number: SC404950