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Terms of use



These are the standard terms on which services ("Services") are supplied by OurSupport to the customer ("Customer") for the prices and/or license fees ("Charges") specified in these terms and conditions and associated Schedule. OurSupport is a platform that facilitates IT support onsite or remote for everyone. If any hardware ("Hardware"), third-party software ("Software"), or licenses are purchased, a separate agreement will be made according to European laws.

1. Order Acceptance

1.1. Unless otherwise expressly agreed by OurSupport in writing, these terms and conditions will apply to any orders or requests from the Customer for Services and will supersede any other terms and conditions referred to, offered, or relied on by the Customer. Specific terms and conditions of OurSupport relating to Services will prevail over these conditions in the event of any conflict. Subject to this, no variation to these terms will be binding unless agreed to and signed by a director of OurSupport (Tsolnetworks Connect Europe, S.A known as OurSupport).

2. Delivery of Services and Risk of Loss

2.1. Each service delivery under this Agreement will be deemed to constitute a separate agreement to which these terms and conditions will apply, except that failure or defect in any delivery will not entitle the Customer to repudiate the Agreement.

2.2. OurSupport will schedule delivery for the date notified to the Customer, but delivery may be postponed because of conditions beyond OurSupport's reasonable control, and in no event will OurSupport be liable for any damages for delay in delivery. Time shall not be of the essence.

2.3. If the Customer chooses onsite support, the Customer will ensure that the site at which Services are to be delivered ("the Site") is accessible and supervised at all times. If the project is of a larger dimension or an initial inspection survey is required, OurSupport staff may inspect the Site at an agreed time during a period of 30 days before the scheduled delivery date, with the Customer's permission. OurSupport will not be held accountable for any mishaps as a result of the local IT support being left unaccompanied.

2.4. The service will be agreed upon between the engineer and the customer. While OurSupport recommends normal business hours, after-hours or weekend services may be required by the customers.

2.5. If the Customer refuses or fails to take delivery of Services, the Customer will be responsible for settling any charges incurred with service delivery. All services are approved in real-time via the application.

3. Customer Responsibilities

3.1. The Customer will provide OurSupport with all necessary information, facilities, services, and accessories reasonably required by OurSupport for the delivery of the Services.

3.2. The Customer will ensure that their personnel are available to assist and cooperate with OurSupport in the installation, testing, and acceptance of the Services.

3.3. The Customer will be responsible for ensuring that the Site is adequately prepared and meets the environmental specifications necessary for the safe and efficient operation of the Services.

4. Charges and Payment

4.1. Charges for Services will be as specified in the associated Schedule and will be payable by the Customer as per the terms set out therein.

4.2. All payments will be made in accordance with the payment terms specified in the associated Schedule.

4.3. The Customer will pay all invoices in full without any set-off, deduction, or withholding except as required by law.

5. Customer Payments

5.1. Customer payments are calculated on a 30-minute basis. The pricing is reflected as per your country and discount if applicable. Any ticket worked will always require that a customer approves and accepts the maximum hours that can be invoiced. All hours are billed in 30-minute cycles, up to a maximum of the total hours preapproved by the customer. If additional time is required, the engineer working on the ticket will request it, and can only proceed to work if the customer agrees beforehand to the additional hours and associated cost.

5.2. Customers will not be charged at the beginning of the ticket. OurSupport captures the credit card or payment details, however, will only be invoiced once the ticket is closed, or after 4 hours is outstanding after a 24-hour period.

5.3. Customer payments are made using the Stripe payment platform (www.stripe.com), following all the regulations required. Money is only charged after the customer has agreed or after a 4-hour balance is opened after 00:00 each day.

5.4. Customer chargeable rates and pricing are disclosed in the rates section inside the application and customer profile. We have also included a section on the home page of the application to promote transparency to all our customers.

6. Sales Advocate Program

6.1. The Sales Advocate Program is intended to incentivize selected users to actively promote other users to use the OurSupport application and earn an agreed percentage during a predefined time limited on all billed activities to users that a "sales advocate" has signed on to the OurSupport platform. Sales advocates can be non-employees and will earn a commission based on the chargeable rate to our customers.

7. Rescheduling and Cancellation

7.1. Customers are allowed to reschedule at any time, however, will be liable to pay for any time that has already been worked on their ticket request.

7.2. All Customer requests for rescheduling or cancellation will only be valid if made in writing to OurSupport.

8. Acceptance of Services

8.1. All our services are done on the basis of a ticket request by the customer. Once the ticket is closed and approved by the customer, it is assumed that the customer has tested and is satisfied with the work done.

9. Dispute Resolution

9.1. Any dispute arising in connection with this Agreement shall in the first instance be referred to a Board level director of each party for discussion and potential resolution within 7 days of the date of referral. Neither party may initiate any legal action until this action has been carried out unless one party has reasonable cause to do so in order to avoid immediate damage to its business or to preserve any right of action it might have. This clause will not apply in respect of any application to a court having jurisdiction in respect of a preliminary injunction in order to protect its interests.

9.2. Subject to clause 9.1, any dispute between the parties about any matter relating to the performance of this Agreement (other than in relation to the payment of any money) which cannot be resolved by the parties within 20 days of the date of referral referred to above, will first be referred to mediation or other alternative dispute resolution procedure as agreed between the parties, each acting in good faith. If the parties are unable to agree on a procedure or any aspect of a procedure, they will seek assistance. Unless otherwise agreed, the parties will share equally the costs of mediation, and the use of mediation will be without prejudice to the rights of the parties in all respects if the mediation does not achieve an agreed resolution of the dispute.

10. Substitution & Modification

10.1. OurSupport reserves the right to supply Services to which improvements, substitutions, modifications, or enhancements may have been made.

11. Indemnities and Limits of Liability

11.1. The Customer agrees that it has accepted these terms and conditions in the knowledge that OurSupport's liability is limited and that the Charges have been calculated accordingly. The Customer is advised to make its own insurance arrangements if it desires to limit further its exposure to risk or if it requires further or different cover. OurSupport will be willing to provide reasonable assistance to the Customer if the Customer requests OurSupport to make inquiries about increasing cover on the Customer's behalf, provided that the Customer recognizes that this will result in increased charges being passed on to the Customer.

11.2. OurSupport will indemnify the Customer for direct physical injury or death caused by the negligence of its employees acting within the course of their employment and the scope of their authority.

11.3. OurSupport will indemnify the Customer for direct damage to property caused by the negligence of its employees acting within the course of their employment and the scope of their authority. The total liability of OurSupport under this sub-clause will be limited to €50,000 for any one event or series of connected events.

11.4. Subject to clauses 11.2 and 11.3, OurSupport’s liability for any breach of this Agreement will be limited in the aggregate of damages, costs, fees, and expenses capable of being awarded to the Customer to a refund of the Charges paid by the Customer to OurSupport for the Services concerned. In no event will OurSupport be liable for any costs of procurement of substitute Services.

11.5. Except as expressly stated in this Agreement, OurSupport disclaims all liability in contract or in tort (including negligence or breach of statutory duty) to the Customer in connection with these terms and conditions, including but not limited to liability for loss of profits whether in the course of the Customer’s business or otherwise, or arising from loss of data, and in no event will OurSupport be liable to the Customer for special, indirect, incidental, or consequential damages.

11.6. The Customer shall indemnify and defend OurSupport and its employees in respect of any liability, claim, loss, damage, cost, or expense of any kind caused directly or indirectly by any negligent act or omission by the Customer, or by any claims arising from loss of data for any reason or any failure by the Customer to maintain adequate current licenses for the Software.

11.7. The Customer will indemnify OurSupport for any costs, fines, or expenses incurred by OurSupport as a result of the connection of any Product or apparatus of any telecommunications utility OurSupport in breach of any statutory regulations through no fault of OurSupport.

11.8. The parties agree that the Customer is the best judge of the value and importance of the data held on the Customer’s computer systems, and the Customer will be solely responsible for:

(a) Instituting and operating all necessary backup procedures, for its own benefit, to ensure that data integrity can be maintained in the event of loss of data for any reason;

(b) Taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.

11.9. Customers will not keep the contact details of the engineer and engage in direct engagement bypassing OurSupport for a period of 6 months counting from the last intervention date of the local IT representative. This can lead to action from OurSupport with indemnization as per the court ruling.

12. Confidentiality

12.1. The Customer will keep confidential and not disclose without OurSupport’s written consent any confidential information which it may obtain. The Customer will take all reasonable steps to ensure that its employees and ex-employees are bound by the same obligation.

13. Termination

13.1. This Agreement may be terminated immediately by notice in writing:

(a) By OurSupport if the Customer fails to pay any sums due under this Agreement by the due date notwithstanding any other provisions for late payment in this Agreement;

(b) By either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the same (if capable of remedy) for a period of 30 days after written notice of the breach by the other party;

(c) By either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

13.2. Any termination of this Agreement under this clause will be without prejudice to any other rights or remedies of either party under this Agreement or at law and will not affect any accrued rights or liabilities of either party at the date of termination.

13.3. Such termination under this clause 13 will be without prejudice to any accrued rights and outstanding obligations of the parties to each other at the date of termination.

14. General Contract Provisions

14.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges that in entering into this Agreement, it does not rely on and will have no remedy in respect of any statement of fact or opinion not recorded in this Agreement (whether negligently or innocently made), except for any representation made fraudulently.

14.2. Variations: No variation of these terms and conditions will be valid unless confirmed in writing by authorized signatories of both parties on or after the date of this Agreement.

14.3. Force Majeure: Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than a payment of money) as a result of any cause beyond its reasonable control, including but not limited to any industrial dispute. If such delay or failure continues for at least 90 days, either party will be entitled to terminate the Agreement by notice in writing.

14.4. Severability: If any of the provisions of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced unless the substantive purpose of this Agreement is thereby frustrated, in which case either party may terminate this Agreement forthwith on written notice.

14.5. Waiver: No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

14.6. Rights of Third Parties: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit under or to enforce any term of this Agreement.

14.7. Assignment: Neither party shall assign, sub-contract, or otherwise deal with this Agreement or any rights and obligations under this Agreement without the prior consent of the other party.

14.8. Notices: Any notice given under this Agreement by either party to the other must be in writing and may be delivered personally or by first-class post, and in the case of post will be deemed to have been given 2 working days after the date of posting. Notices will be delivered or sent to the addresses of the parties on the first page of this Agreement or to any other address notified in writing by either party to the other for the purpose of receiving notices after the date of this Agreement, and must be backed up by email addressed to the Customer Representative at the email address set out in the Services Schedule or to the Managing Director of OurSupport at support@tsolnetworks.com respectively.

14.9. Governing Law and Jurisdiction: This Agreement is governed by and construed according to Portuguese law and the parties submit to the exclusive jurisdiction of the courts of Portugal.