Terms and Conditions

TERMS

• These are the Standard Terms of Cheeky Munkey and shall, govern all Contracts for the supply of Services to the Client and apply in place of and prevail over any terms or conditions contained or referred to in any correspondence or elsewhere or implied by trade, custom, practice or course of dealings unless specifically agreed to in writing by a director of Cheeky Munkey, and any purported provisions to the contrary are hereby excluded or extinguished.
• All Contracts for the Supply of Services shall be entered into by the electronic signature of the parties to the Support Proposal Form which shall set out the services to be provided and no employee, servant or agent of Cheeky Munkey has authority to vary this practice unless specifically agreed to in writing by a director.

TIME

• Any date or period quoted by Cheeky Munkey for delivery of goods or services is given in good faith by way of estimate only. While Cheeky Munkey will endeavor to deliver within the period stated, such date or period is not to be of the essence of the contract and failure to deliver on the date or within the period shall not be deemed to be a breach of contract.

SERVICES

• The Services shall comprise the provision by Cheeky Munkey to the Client of the Services as set out in Schedule.
• Where the Client requests and Cheeky Munkey agrees to the supply of Extra Works then Cheeky Munkey shall be entitled to levy Additional Charges and will provide the client with a proposal that will need to be approved by the client before work commences.
• If the Client exceeds the Fair Usage Limit in any rolling three month period the Client shall pay Cheeky Munkey any additional amounts over and above the Fair Usage Limit in accordance with the Additional Charges set out in Schedule 1.
• Where the Client requires a level of support and maintenance which requires Cheeky Munkey to engage a third party to rectify the fault, then Cheeky Munkey shall be entitled to charge the Client for the services of such third Such Third Party Charges shall be determined by Cheeky Munkey in its absolute discretion (usually in accordance with an action plan devised by Cheeky Munkey for that purpose) and must be advised to and agreed by the Client prior to their being incurred on the Client’s behalf.
• For the avoidance of doubt, the Services cover labour only and does not include the supply of hardware, software or any other parts, which shall be invoiced separately where provided.
• Cheeky Munkey shall use its best endeavours to comply with the response times set out in Schedule 3 but the parties agree that time shall not be of the essence in relation to response times and that Cheeky Munkey shall have no liability whatsoever for any failure to adhere to the proposed response times in Schedule 3.
• The Client acknowledges that the Computer System has a limited Cheeky Munkey may make recommendations as to the upgrading or replacement of software and hardware and the Client agrees that these will be implemented forthwith. Where an element of the Computer System is no longer supported by a third party supplier an upgrade will usually be recommended.

SUPPORT AND MAINTENANCE

• Cheeky Munkey shall only provide the Client with the Services if the Client has paid the Support and Maintenance Charge on the due dates as set out in the Proposal in full.
• The Services shall or shall not include, entirely at Cheeky Munkey’s discretion on a case by case basis, the diagnosis and rectification of any fault resulting from:
  • the improper use operation neglect or the abuse or misuse of all or any part of the Computer System;
  • the modification of the Computer System or its merger (in whole or in part) with any other software of hardware or computer system;
• The use of the Computer System or any part of it at a site or on hardware or equipment not registered with or notified to Cheeky Munkey;
• The failure by the Client to implement recommendations in respect of or solutions to faults previously advised by Cheeky Munkey including recommendations to replace any or the Client’s hardware or Cheeky Munkey’s decision shall be reasonable and final in determining the impact of a failure to follow a recommendation;
• Any repair adjustment alteration or modification of the Computer System by any person other than Cheeky Munkey without Cheeky Munkey’s prior written consent;
• Any breach by the Client of any of its obligations under any maintenance agreement in respect of any hardware on which the Computer System is used;
• The use of the Computer System for a purpose for which it was not designed or intended;
• The use of the Computer System by the Client’s personnel who, in the reasonable opinion of Cheeky Munkey, are not adequately trained.
• Problems caused by third party Time liaising with third party suppliers shall be deemed to be time spent diagnosing faults caused by third party suppliers;
• Where an element of the Computer System is no longer supported by a third party supplier;
• Cheeky Munkey may restrict the types of modifications that can be made to the Computer System.
• Cheeky Munkey may password protect certain elements of the Computer We will record certain password information in our database. We will release such password information to the Client’s personnel as agreed. Cheeky Munkey will not be liable for providing any Services in respect of issues created through unauthorised access to the system by Client personnel.
• In the event that the Client or any third party installs any software or make any changes to the Computer System without written permission from Cheeky Munkey, then Cheeky Munkey may cease to provide the Services with no liability to the In the event that written permission is provided by Cheeky Munkey, Cheeky Munkey may make Additional Charges for any work associated with the change.
• For the avoidance of doubt, no third party may access the server using direct or remote access No remote access software may be installed on the Computer System with the exception of that which is installed by Cheeky Munkey.
• Cheeky Munkey may upon request by the Client and at Cheeky Munkey’s sole discretion provide support notwithstanding that the fault results from any of the circumstances described in Clauses 2, 4.4 and 4.5 above, or in respect of any other request by the Client. In such circumstances Cheeky Munkey shall be entitled to levy Additional Charges.
• Cheeky Munkey reserves the right to make Additional Charges to the Client for any Services provided in accordance with the Client’s request where such Services are provided outside the hours of the service level selected in Schedule 2 as set out in Schedule 3.
• Cheeky Munkey shall be entitled to levy Additional Charges if support is provided in circumstances where any reasonably skilled and competent data processing operator would have judged the Client’s request to have been unnecessary.

PRICE

• Except as specified herein, all sums payable by the Client are exclusive of VAT and similar taxes, imposts and surcharges payable in respect of the The Client shall pay any additional charges due to Cheeky Munkey in respect of the said VAT and similar taxes imposed and surcharges (including customs duty, excise and stamp duty) imposed in connection with the Services.
• Cheeky Munkey reserves the right at any time prior to delivery of the Services to adjust the price to take account of any increase in the cost of labour, raw materials, currency fluctuations, increases of taxes or duties or any other matters affecting the cost to Cheeky Munkey in complying with the Contract.
• All fees as stated in this contract are subject to an automatic annual increase of 5% or by the rate of inflation (official ONS measure, average of previous 12 months), whichever is the lower.
• Charges may be also be varied by Cheeky Munkey from time to time on giving not less than 1 months’ notice to the Client.
• Cheeky Munkey reserves the right to amend any accidental errors and omissions in Proposals, quotations and invoices.
• Cheeky Munkey may, at its sole discretion, offer the renewal or replacement of products upon written request of the Client as part of the charges for the Services. Any request for installation, renewal or replacement of products that requires Extra Works will incur Additional Charges.

PAYMENT

• Payment terms for the Services are set out in the Proposal, or if not so specified, to be paid in full within 30 days following date of Payment of the annual fee and the deposit shall be made in accordance with the terms set out in Schedule 1. Additional Charges, Third Party Charges and expenses shall be paid by the Client within 30 (thirty) days following the date of the invoice or collected by Cheeky Munkey by direct debit where a mandate has been signed. Payment shall be a condition precedent to the continued performance by Cheeky Munkey of its obligations under the Contract. The Client’s failure to comply with this payment condition shall make the supply of the Services voidable at the option of Cheeky Munkey by giving written notice to the Client. Such notice by Cheeky Munkey shall be without prejudice to Cheeky Munkey’s rights to recover all monies owing to it by the Client which shall thereupon become immediately due and payable and shall be recoverable by Cheeky Munkey as a liquidated debt.
• Cheeky Munkey has the right to suspend provision of the Services where payment is overdue, on giving immediate notice to the The right to suspend performance ceases when the Client makes payment in full of all amounts due.
• Any period during which performance is suspended in pursuance of this Clause 6 shall be disregarded in computing any contractual time limit taken, by Cheeky Munkey or by a third party, to complete any work directly or indirectly affected by the exercise of this Where the contractual limit is set by reference to a date rather than a period, the date shall be adjusted accordingly.
• The Support and Maintenance Charge shall include the cost of travelling time as set out in Schedule 2, on a site by site basis.
• Cheeky Munkey reserves the right to charge the Client interest on all overdue amounts at the statutory rate payable under the Late Payment of Commercial Debts (Interest) Act 1998 in force from time to time.

Cheeky Munkey may, at its absolute discretion, require a deposit or full payment before commencing any work and shall have no obligation to provide any goods or services until payment of the aforementioned deposit or full payment.

• Cheeky Munkey will respond to oral or written requests for goods or However, Cheeky Munkey reserves the right to request a written order from the Client for the provision of goods or services whether under the Contract or any other and, where requested, the Client shall provide such a written order prior to work commencing or goods or services being provided.
• All goods provided under any Contract between the Client and Cheeky Munkey remain the property of Cheeky Munkey until paid for in full.
• Where the Services are delivered in instalments or in the course of two or more separate deliveries any failure to make such payments due on or before the due date will entitle Cheeky Munkey at its option to treat the Contract as voided by the Client and in such event Cheeky Munkey reserves all rights therein which may have accrued to the Client prior to such termination.

COMPUTER AND OTHER ON-SITE FACILITIES.

The Client shall make available to Cheeky Munkey free of charge:-

• A competent representative to liaise with the Cheeky Munkey personnel;
• such use of any equipment as shall be reasonably required by Cheeky Munkey to provide the Services and the Client hereby agrees to allow Cheeky Munkey unhindered access to such equipment including but not limited to the ability for Cheeky Munkey to turn off and/or restart the Client’s server where appropriate;
• use of a telephone for Cheeky Munkey’s engineers for all reasonable purposes, including, but not limited to, providing Cheeky Munkey’s Head Office with progress reports and contacting third party suppliers.
• toilet and washroom facilities.
• The Client shall notify Cheeky Munkey of all security and other office procedures implemented at the Site and shall provide Cheeky Munkey with its health and safety policy prior to the commencement of the Cheeky Munkey shall comply with all such security and office procedures at all times during the provision of the Services.
• The Client warrants that all software it provides to Cheeky Munkey for installation, configuration or use in any way, has been legally obtained and is properly The Client further warrants that it has legally purchased sufficient number of copies of such software and that it has not violated any licensing laws. Cheeky Munkey has no knowledge regarding licensing of software provided to it by the Client and the Client indemnifies Cheeky Munkey for any installation, configuration or use of such third party software. The Client understands and acknowledges that that it shall be solely responsible and liable for all licensing and purchasing of third party software. The Client shall provide the Client’s software licence codes and disks when required by Cheeky Munkey. At no time shall the Client ask Cheeky Munkey to behave illegally by using unlicensed software.
• Cheeky Munkey has an Equal Opportunities Policy but nevertheless reserves the right to employ persons of their choice on all contracts including on-site Subject to this, Cheeky Munkey will use its best endeavours to co-operate with site agreements provided this does not conflict with their normal course of work.

WARRANTY.

Cheeky Munkey warrants that:

• the Services will not infringe the rights of any third party
• it will provide the Services at all times with reasonable skill and care
• it will devote such of its time and resources as may reasonably be required to enable it to provide the Services
• it will observe the Client’s reasonable instructions with regard to the performance of the Services
• it will use all reasonable endeavours to perform the Services within the agreed timescale

INTELLECTUAL PROPERTY

• Each party shall continue to own the Intellectual Property Rights in all documents, goods and services owned by that party prior to the date of the Contract.
• So far as is required for the completion of the Contract the party owning such Intellectual Property Rights shall grant to the other a royalty free, non-exclusive, non-assignable licence that will terminate on the termination of the Contract
• Cheeky Munkey shall own the Intellectual Property Rights in all documents, goods and services created by it during the course of the Contract and grants to the Client a royalty free, non-exclusive, non-assignable licence for such period as is reasonably necessary to enable the Client to receive the full benefits of the Contract.

CONFIDENTIALITY

• Cheeky Munkey and the Client will treat as confidential all information obtained from the other party under or in connection with the Contract concerning the business or affairs of the other or any member of the group of companies to which it belongs or which is designated as confidential by the other party or which is by its nature clearly confidential (“Confidential  Information”).
• The recipient party will not modify the other party’s Confidential Information or use or disclose it to any person (or permit others to do so, except those employees, agents, sub- contractors, suppliers and other representatives as necessary for the performance of Cheeky Munkey’s rights and obligations under the Contract) without the other party’s prior written consent.
• The provisions of 1 and 10.2 will not extend to information which:
  • was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; or
  • is already or becomes public knowledge through no act or omission of the receiving party paragraph; or
  • is independently developed by the recipient party without access to or use of such information;
  • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  • is required to be disclosed by law or by any regulatory authority having jurisdiction over either party.
  • Each party will ensure that all persons to whom it discloses any Confidential Information of the other party are aware prior to disclosure of the confidential nature of the information and that they owe a duty of confidence to the other party;
  • agrees to take all reasonable steps to ensure that the other party’s Confidential Information is not disclosed or distributed by its employees or agents in violation of these provisions; and
  • shall give notice to the other party of any unauthorised misuse, disclosure, theft or other loss of that party’s Confidential Information immediately upon becoming aware of the same.
• These obligations of confidentiality will survive any termination of the Contract.

DATA PROTECTION

• Cheeky Munkey will process personal information (“Information”) provided by the Client as defined in the  Data Protection Legislation in accordance with applicable data protection law.

• The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
• The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data (as defined in the Data Protection Legislation) to Cheeky Munkey for the duration and purposes of the Contract if required.
• The Client consents to Cheeky Munkey using Information as follows:
  • Cheeky Munkey will obtain, record, store and use Information as necessary to perform Services including transfer of Information to employees, agents and third parties as required for this purpose.
  • Cheeky Munkey may transfer its business assets (which include Information) on re-organisation, sale or merger of the whole or any part of its business.
  • Cheeky Munkey reserves the right to process Information as required for marketing purposes, to obtain legal advice, comply with legal requirements, enforce or apply any agreements (including the Contract) and protect the rights, property or safety of Cheeky Munkey, its employees, clients, customers and others.
  • Cheeky Munkey may transfer Information outside the European Economic Area for any of the purposes listed in this Clause 11 subject to the following conditions being fulfilled before doing so:-
  • we or you have provided appropriate safeguards in relation to the transfer; the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
  • If Cheeky Munkey intends to process Information other than as set out above the Client will receive notice and be given the opportunity to decline the processing.

LIABILITY

• Neither party shall be liable to the other or any person claiming through the other for any loss of profit, damages or expense, or for any consequential loss or damage of any kind whatsoever, arising out of the provision of the Services save as otherwise provided in the Contract.
• In any event each party’s total liability to the other shall not exceed the fee payable under the Contract for the calendar year in which the cause of action arose.
• Cheeky Munkey acknowledges the importance of maintaining data protection and security but the Client shall be responsible for maintaining backups of all critical software, documents and applications on all of the Client’s file servers, personal PCs, organisers and other electronic The parties hereby agree that Cheeky Munkey will have no liability whatsoever for any loss or compromise of data protection or security, for any failure to backup data, failure in backups of data or for any breaches of security to the Client’s equipment, loss or corruption of data or any delays in the provision of the service for any reason whatsoever, unless resulting from the negligence of Cheeky Munkey or its employees agents or subcontractors.
• Cheeky Munkey shall not be liable for any of the Client’s goods, equipment or property if removed from site by an engineer, unless the Client has requested and obtained a written receipt in respect of that item signed by the In any event, Cheeky Munkey accepts no responsibility for its loss or damage unless caused by the negligence of Cheeky Munkey or its employees, agents or sub-contractors.
• Cheeky Munkey is not liable for any problems to the extent that such problems are caused or aggravated by third party suppliers.
• Nothing herein shall be deemed to exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party.

FORCE MAJEURE

• Cheeky Munkey shall not be liable for any failure to deliver the Services arising from circumstances outside Cheeky Munkey’s control.
• Non-exhaustive illustrations of such circumstances would be Acts of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations, delay by suppliers, accidents, shortage of materials, labour or manufacturing facilities.
• Should Cheeky Munkey be prevented from delivering the Services in the above circumstances it shall give the Client written notice of this fact as soon as reasonably practicable after discovering it.
• If the circumstances preventing delivery are still continuing six months after the Client receives Cheeky Munkey’s notice then either party may give written notice to the other cancelling the contract.
• If the contract is cancelled in this way, Cheeky Munkey will refund any payment which the Client has already made on account of the price (subject to deduction of the appropriate pro rata amount for Services carried out by Cheeky Munkey) but Cheeky Munkey will not be liable to compensate the Client for any further loss or damage caused by the failure to deliver.

TERM & TERMINATION

• The Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clauses 2 or 14.3, for a period of three (3) years (Initial Term). The term of the Contract shall automatically extend at the end of the Initial Term for a period of three (3) years (Extended Term) and thereafter on the anniversary of each Extended Term, unless either party gives written notice to the other party, not later than three (3) calendar months before the end of the Initial Term or Extended Term, to terminate the Contract.
• For a period of three (3) months from and including the Commencement Date either party can cancel the Contract by providing one week’s written notice.
• If the Client shall fail to pay any payment to Cheeky Munkey on the due date or becomes subject to any of the circumstances detailed below then Cheeky Munkey may treat all sums due or to become due on any delivery as immediately payable and/or at its absolute discretion suspend or cancel further work or require payment in advance therefor or treat the Contract as repudiated by the Client but without prejudice to any other rights of Cheeky Munkey.
  • The Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  • (being an individual) the Client is the subject of a bankruptcy petition or order;
  • a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  • (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client;
  • (being a company) a floating charge holder over the assets of the Client has become entitled to appoint or has appointed an administrative receiver;
  • a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;
  • any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 4.1 to 14.4.6;
  • the Client suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business.
• If Cheeky Munkey becomes subject to any of the circumstances detailed below then the Client may treat the Contract as repudiated by Cheeky Munkey but without prejudice to any other rights of the Client.
  • Cheeky Munkey commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  • a creditor or encumbrancer of Cheeky Munkey attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  • an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over Cheeky Munkey;
  • a floating charge holder over the assets of Cheeky Munkey has become entitled to appoint or has appointed an administrative receiver;
  • a person becomes entitled to appoint a receiver over the assets of Cheeky Munkey or a receiver is appointed over the assets of Cheeky Munkey;
  • any event occurs, or proceeding is taken, with respect to Cheeky Munkey in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 5.1 to 14.5.5 (inclusive);
  • Cheeky Munkey suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business.
• If either party fails to comply with any of the provisions of these terms and does not rectify such non-compliance within 14 days of receipt of a written notice thereof, the other party may, without prejudice to any other of its rights or remedies it may have and without being liable to the other for any loss or damage which may be occasioned, give written notice to the non-complying party terminating the Contract with immediate effect, but such notice shall be without prejudice to Cheeky Munkey’s right to recover all monies owing under the Contract.

EXPERT DETERMINATION

• Any technical dispute including interpretation of the Services provided or relating to the functions or capabilities of the Computer System shall be referred for final settlement to an expert agreed by the parties or, if not agreed within 14 days of either party’s written request to the other, by either party requesting an appointment of an expert by the President of the British Computer Society. Such expert shall be deemed to act as an expert and not as an arbitrator. The expert’s decision shall, in the absence of manifest error, be final and binding on the parties.
• The parties are entitled to make submissions to the expert and will provide (or procure that others provide) the expert with such assistance and documents as the expert reasonably requires for the purpose of reaching a decision.
• Each party shall bear its own costs in relation to the reference to the expert. The expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the expert) shall be borne by the parties equally or in such other proportions as the expert shall direct.

 NON SOLICITATION

• The Client shall not during the Term or for a period of 12 months thereafter either directly or indirectly solicit or offer employment or any form of engagement whatsoever to any member of Cheeky Munkey’s staff who at any time during the Term, was involved in providing any services on behalf of Cheeky Munkey to the Client.
• If any employee terminates his or her employment with Cheeky Munkey (regardless of the reason for termination) and is employed by the Client (or any affiliate or subsidiary of the Client) in any capacity either directly, or via an agency or company, during or within the 12 month period, the Client shall immediately pay Cheeky Munkey an amount equal to 50% of the yearly salary, wage or fees (including bonuses and benefits in kind) paid by Cheeky Munkey to such employee in the last year of that employee’s employment by Cheeky Munkey.

NOTICES

Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class delivery post or facsimile to the party concerned at its last known address. Notices sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 48 hours after dispatch and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. Any notice sent by facsimile shall be deemed to have been delivered on the first working day following its dispatch.

ASSIGNMENT

Neither party shall assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior consent of each other.

WAIVER

Failure by either party to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to ban the exercise or enforcement thereof at any time or times thereafter.

SEVERABILITY

If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

THIRD PARTIES AND RELATIONSHIP

• A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any remedy or right of any third party which exists or is available apart from that Act.
• Cheeky Munkey provides Services to the Client hereunder as an independent contractor, and the Contract shall not be construed as a partnership or joint venture.

PROPER LAW AND JURISDICTION

These Standard Terms and any Contract shall be governed by and construed exclusively in accordance with English law and the parties hereby agree to submit any dispute arising therefrom to the exclusive jurisdiction of the English court.

 DEFINITIONS

The following definitions and interpretations shall apply to these Standard Terms and to any Contract incorporating the same.

“Additional Charges” means the charges in accordance with Cheeky Munkey’s consultancy rates, as set out in Schedule 1, for services supplied by Cheeky Munkey in addition to the Services, and Additional Charges may include Third Party Charges;

“Additional User Devices” would include desktops, laptops devices;

“Additional VIP’s” users that can be added to the agreement with additional priority responses for the specific user and their own IT equipment and services.

“Anti-Malware” is an end point service product that automatically detects malware and spyware threats on a 24/7 bases. It will shield vulnerable systems and software from exploit attacks and endeavours to prevent ransomware attacks of data held on the device;

“Antivirus” is Cloud-based Endpoint protection security service to deliver endpoint anti-virus protection with predictive malware security;

“Cheeky Munkey” “We” means Cheeky Munkey Limited or any member of its group;

“Client” means the person, firm or company who contracts to purchase in full or in part the Services from Cheeky Munkey;

“Commencement Date” means the date when the supply of Services is due to commence;

“Computer System” means the combined software and hardware system set out in Schedule 2;

“Contract’ means any contract between the Client and Cheeky Munkey;

“Consultancy Service” can extend across a number of category’s;

• Technical subject matter expert.
• Technical design & architecture services.
• Strategic ICT business consultancy.

“Data Protection Legislation” (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law;

“Dedicated Account Manager” A dedicated point of contact for the customer for the duration of the contract. The account manager will provide a welcome meeting, first month meeting and additional meetings as stated in the contract;

“Devices per user” The number of devices per user such as Desktop Computer, Laptop, that requires support as stated in the contract;

“DNS Protect Service” is a business web content filtering and management service that allows business and organisations to monitor, control and protect the businesses Servers and desktop users from online threats;

“Enhanced 24/7 Proactive Server Management (Per Server)” a bundled service that provides 24/7 Proactive monitoring, alerting & fix for servers. It also includes fully managed out of hours patch deployment inclusive of pre-deployment patch testing. Excludes out of hours disaster recovery;   

 “Enhanced Network Monitoring and Maintenance” Provides enhanced levels of network monitoring, alerting and reporting around network performance, uptime and availability. In addition and subject to technology compatibility and manufacture maintenance to provide routine network device firmware maintenance to optimise the network security;

 “Extended User Support Hours” remote support hours for remote support needs that extend beyond the standard hours supported in the agreement per user;

“Extra Works” means services provided by Cheeky Munkey to the Client, at the Client’s request and with Cheeky Munkey’s agreement, relating to hardware or software not forming part of the Computer System or that fall outside the Services deliverable under Schedule 2 and set out in Schedule3;

“Fair Usage Limit” means an amount incurred by Cheeky Munkey which exceeds 2 times the amount paid by the Client to Cheeky Munkey for the Services  over a rolling three month period;

“Hours” The time the helpdesk is available when an engineer will respond to support tickets raised by the customer. Single user issues will be responded to during the hours of 08:00 – 18:00 subject to the hours stated on the contract;

“Man Hour” means an hour during which Extra Works are provided subject to a minimum charge of 1 hour. Where Man Hours exceed 6 hours per day, a charge of 8 hours shall apply;

“Minor Changes” would cover changes to existing services, infrastructure, user setups, and access requests to data resources. Includes existing peripheral devices, printers or shared folders and email boxes that do not extend beyond one hour engineering time. Multiple instances of the same or similar change requests would be out of scope;

“Mobile Device Management” will cover application management, Security and Configuration assistance of company owned mobile smart phones plus Apple or Android based tablet devices;

“Onsite Day” is a standard onsite engineering presence between 9:00-17:00. An onsite period that is more than 6 hours is delivered as a full onsite day. In addition the type of work and specialisation requires definition and is subject to the following onsite engineer category;

• Onsite Day (Desktop & User Services Engineer)
• Onsite Day (Infrastructure Services Engineer)

“Onsite Escalation” engineer is dispatched to the customer’s site if needed at Cheeky Munkey’s discretion to aid and provide resolution to helpdesk issues between the hours stated in the contract;

“Phone System Support” is a service provision to be included as part of a Cheeky Munkey hosted telephone and unified communication service. The service includes a remote helpdesk services for break fix support and minor changes. It also includes onsite break fix escalation subject to network equipment device support being in place;

“Proposal” and “Support Proposal Form” means the document supplied by Cheeky Munkey to the Client and detailing the Services and any goods to be supplied by them;

“Remote support” Support provided from a Cheeky Munkey operations centre;

“Security Detect & Respond” 24/7 Threat Monitoring and Mitigation. Alerting and Analysis of Active Cyber Threats. Isolate and Quarantine Infected Machines provided by a Security Operations Centre;

“Sever Monitoring” is alerting of the uptime, availability of hardware and application services;

“Server Patch Management”

Automated – An out of hour’s unmanned monthly Server Patching schedule;

Managed is an enhanced patching service that includes;

• Pre-patch deployment testing
• Out of hours automated weekly or monthly deployment schedule
• Out of hours server patch deployment incident resolution

“Services” means the Services provided for the Term by Cheeky Munkey to the Client as set out in the proposal;

“Site” means the location consisting of a single continuous area of occupation by the Client at the address set out in Schedule 2 where the Computer System is located;

“Schedule” means a schedule in the Proposal;

“Standard Network Monitoring” Monitoring and Alerting of Network device availability excluding non-compliant network equipment;

“Support and Maintenance Charge” means Cheeky Munkey’s charge for the provision of the Services as may be notified in writing by Cheeky Munkey to the Client from time to time and as set out in Schedule 1;

“Term” means the period as set out in term 14. Notwithstanding, the Client shall be legally bound by these terms from the date of signature or from the date of the first use of the Services, whichever is the sooner;

“Third Party Charges” means such additional third party fees and expenses as Cheeky Munkey may incur;

“Travel Time” means the period of time set out in Schedule 2;

“User response time” time taken from when a call is logged a ticket number is issued to when the engineer starts working on the ticket.

Single user issues will be responded to during the hours of 08:00 – 18:00 or as stated in the proposal:

“VIP Hours” time the helpdesk is available when an engineer will respond to support tickets raised by the customer.

“VIP Response Time” time taken from when the call is logged and a ticket number is issued to the time when an engineer starts working on the ticket.

“VIP support users” are users nominated by the customer to have an improved response time as stated on the contract. The quantity is subject to the chosen contract.