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Support Terms of Service

Last updated March 09, 2023


1. Definition and Interpretation


1.1. In these Conditions, the following words and expression shall have the following meanings except where the context otherwise requires:


"Additional Charge"    means a charge payable by the Customer for additional services outside the scope of the Services in accordance with the Provider's prevailing rates for such services including without limitation, the supply of spare parts and goods.

"Agreement"    means the Service & Maintenance Agreement (including its Schedules) for the Services entered into by the Provider and the Customer, and includes these Conditions.

"Conditions"    means these Support Terms of Service as amended from time to time and notified to the Customer, which are incorporated into and form part of the Agreement.

"Customer"    means the person or persons, firm or company named on the cover page of the Agreement

"Equipment"    means the equipment listed in the Service and Maintenance Agreement Schedule (1).

"Fee"    means the fee payable for the Services as specified in section (B.2) of the Agreement.

"Provider"    means the Provider company named on the cover page of the Agreement including its successors, agents and assigns.

"Party"    means the Customer or the Provider, and "Parties" means both of them.

"Services"    means the maintenance and other services provided in respect of the Equipment detailed in the Service and Maintenance Agreement Schedule (2) and as defined in these Conditions.

"Service Time"    means the period set out in Clause (2) herein.

"Site"    means the premises where the Services are provided.

“Term”    means the duration of the Agreement as set out in the Service and Maintenance Agreement.

1.2. Any reference in these Conditions to any provision of a statute and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before, on or after the date of the Agreement, so far as such modification or re-enactment applies or is capable of applying to any transaction entered into prior to completion of the Agreement (so far as liability thereunder may exist or can arise) shall be construed as a reference to that provision or regulation as amended, re-enacted or extended at the relevant time and shall include also any past statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced.

1.3. The headings in these Conditions are for convenience only and shall be ignored in construing these Conditions and shall not affect their interpretation.

1.4. Words (including words defined in the Agreement) importing the singular also include the plural and vice-versa where the context requires. The words "written" and "in writing" include any means of visible reproduction.

1.5. The Provider shall provide the Services to Customer in accordance with the Service and Maintenance Agreement. In the event of any inconsistency between these Conditions and other documents forming part of the Agreement, the following order or priority shall apply:

1.5.1. Any written agreement between the Parties where the Parties agree that any of the provisions in these Conditions should be superseded with an express reference to Clause ‎(1.5);

1.5.2. The Provider’s quotation and documents (if any) incorporated by express reference to Clause ‎(1.5);

1.5.3. the Service and Maintenance Agreement; and

1.5.4. These Conditions.


2. Service Time


The Services shall be performed within the Service Time as mentioned in the Service and Maintenance Agreement, Public Holidays excluded unless otherwise agreed in the Service and Maintenance Agreement. Response times for corrective maintenance services shall be as set out in the Service and Maintenance Agreement or as otherwise agreed between the Parties.


3. Modification, Changes and Enhancements


3.1. During the Term, the Provider shall at their discretion undertake such modifications, changes or enhancements to the Equipment and/or implement any practice, procedure or measure, which is deemed by the Provider to be necessary and/or to prevent or minimise damage to the Equipment.

3.2. The Provider will before undertaking any such modification, change or enhancement etc as mentioned in Clause ‎(3.1) above, explain to the Customer, if the Provider deems necessary, the need and cost (where applicable) of such modification, change or enhancement and obtain Customer’s approval on the costs thereof. The Customer shall pay any Additional Charge for such modification, change or enhancement according to Clause ‎(7.2) .


4.  Exclusions & Additional Services

4.1. The Services do not include:

4.1.1. Repair of damage arising from changes, alterations, additions or modifications of the Equipment by a person other than the Provider.

4.1.2. Repair of damage arising from the re-installation, moving or removing of the Equipment by a person other than the Provider.

4.1.3. Repair of damage caused by any circumstances beyond the Provider’s reasonable control.

4.1.4. Furnishing or supplying maintenance of accessories, attachments, supplies, spare parts, consumables or items associated with the Equipment unless otherwise provided in Schedule 2 of the Agreement.

4.1.5. Work performed outside the Provider' Service Time.

4.1.6. The cost of any Equipment or part whether spare part, consumable or otherwise supplied, unless otherwise provided in Schedule 2 of the Agreement.

4.1.7. The upgrading of or retrofitting of improvements or major modification to the Equipment without the prior notification to the Provider.

4.1.8. Maintenance of third-party software that are not commissioned through the Provider, as well as maintaining their licenses, and their backup.

4.2. The Provider may at the Customer’s option provide any of the services referred to in  Clause (‎4.1) or any other services requested by the Customer, at the relevant Additional Charge. The Provider shall inform the Customer of the associated Additional Charge, and the Customer shall accept the Additional Charge in writing before the services are performed. The Additional Charge shall be payable by the Customer according to clause ‎(8.2).


5. IT Remote Services

With respect to the IT Outsourced Services, and by using this Remote Support Service you understand that:

5.1. All remote service and software/applications is provided at the customer’s sole risk.

5.2. You are responsible for the performance of the backup of your data and applications.

5.3. ITW is not liable for consequential damages of any kind.

5.4. ITW is not liable for unauthorized access to anybody's computers via any remote software

5.5. ITW will not disclose passwords or IDs to any undisclosed 3rd party.

The ability for ITW to remotely access your computer significantly enhances our ability to resolve your technical problem quickly. You understand that, by requesting such assistance, you are providing ITW technical support personnel with access to and control of your computer. In doing so, you could be providing ITW technical support personnel with access to files that reside on your computer therefore, you accept responsibility for any changes made to the desktop content or system settings. ITW recommends that, for your security and privacy, you exit any open applications that contain personal or confidential information before initiating a remote support session with the ITW representative. ITW further recommends that you remain seated at your desktop throughout the entire remote session.  By accepting these terms and conditions, you acknowledge that remote intervention may in some cases result in data loss and/or software corruption on your computer therefore ITW explicitly recommends that you back up the data from your computer before accepting remote technical support.  If you do not back up your data, you run the possibility of irretrievable loss of such data and ITW will not be liable for any data or extra costs incurred from 3rd parties, however caused.


6. Customer's Responsibilities

6.1. The Customer shall undertake to release all Equipment which is being maintained by the Provider from all operational demands when so requested to do so by the Provider in order for the Provider to perform the Services. Alternatively, the Customer shall ensure that the Provider’s personnel have full and safe access to the Equipment at all reasonable times for the purpose of providing the Services. The Customer shall also ensure that such access conforms to any specifications issued by the Provider from time to time.

6.2. The Customer will ensure that the Provider’s personnel or representatives are provided a safe and secure work environment at all times while they are on the Site to enable work to be carried out.

6.3. The Customer shall provide on request a suitably qualified or informed representative, agent or employee to accompany the Provider's personnel when providing the Services or to render such assistance or to give such advice as will enable the Provider's personnel to exercise unrestricted access to the Site and the Equipment and otherwise to perform the Services effectively.

6.4. The Customer shall agree to, and allow the Provider to design and implement a remote access facility that the Provider may use as necessary for the provision of the Services. Where the Customer does not agree to provide the remote access facility, the Provider shall be entitled to procure such other facilities to the Customer’s satisfaction and seek full reimbursement from the Customer provided the Provider has given the Customer written notice to this effect and the Customer has failed to provide an alternative solution within the time specified in the notice.

6.5. The Customer shall upon the Provider’s request furnish to the Provider sufficient information which, in the Provider’s reasonable opinion, will enable the Services to be carried out forthwith and without interruption. The Customer shall be responsible for and bear the cost of any modification to the scope of the Services arising from any discrepancy, error or omission in any specification or other information supplied or approved by the Customer.

6.6. All such assistance to be provided by the Customer under this Clause (‎6) or in general shall be at the Customer’s sole cost and expense.

6.7. Nothing in the Agreement shall relieve the Customer from its obligations to perform normal day to day maintenance on the Equipment as per the Operator’s Manuals supplied by the manufacturer and/or the Provider including but not restricted to normal cleaning procedures, checks and adjustments designed for operational use.

6.8. During the continuance of the Agreement, the Customer shall not carry out or attempt to carry out modifications to, repair of, experiments on, or maintenance of the Equipment other than day to day maintenance and the Customer shall not permit any other person except the Provider’ personnel or representatives to carry out such work unless prior written approval has first been obtained from the Provider.


7. Replacement and Spare Parts

7.1. In the case of Services for which an Additional Charge is payable by the Customer for replacement of spare parts, title in such replacement or spare parts shall pass to the Customer only upon full payment of the Additional Charge. Unless otherwise agreed in writing between the Parties, risk of damage to or loss of replacement spare parts shall pass to the Customer as soon as they are delivered to the Customer’s designated premises.

7.2. Where parts of the Equipment have been replaced by or upon the instruction, recommendation or direction of the Provider or otherwise, title in the replaced parts will pass to the Provider upon removal from the Equipment.

7.3. The Provider may from time to time require the Customer to purchase and store at the Site such spare parts as the Provider considers necessary for the provision of effective Services.

7.4. The Provider will not be liable for any failure or delay in providing the Services where such failure or delay is the direct or indirect result of the failure of the Customer to comply with clause ‎(7.3).

7.5. Save as aforesaid, the property of and risk in the Equipment is not affected by the provisions contained in the Agreement.

8. Payment, Charges and Fees, etc.

8.1. The Customer shall pay all Fees at the rate and in the manner specified in Section (B.2) of the Agreement.

8.2. The Customer shall pay the Fee, all Additional Charges and any cost wherever and howsoever incurred within thirty (30) days from the due date of the Provider's invoice.

8.3. If the Customer fails to make full payment on the due date, then without prejudice to any other right or remedy available to the Provider, the Provider shall be entitled to:

8.3.1. terminate the Agreement or suspend any further Services or other obligations to the Customer under the Agreement (without being liable to Customer for any losses so caused);

8.3.2. at its sole discretion, apply any monies received from the Customer in relation to the Agreement or any other contract or agreement between the Customer and the Provider, including but not limited to deposits or security payments, towards the payment of the relevant invoice; and/or

8.4. The Customer shall not be entitled to withhold from, set off against or otherwise reduce any payments due to the Provider unless agreed in writing by the Provider.

8.5. The Provider shall be entitled to adjustment of the Fees and Additional Charges (to be mutually agreed in writing) in the event of changes in law or engineering standards applicable to or affecting the Equipment and/or Services after the execution of the Agreement.



9. Maintenance Equipment

The Provider shall provide all the necessary tools, equipment, testing and diagnostic apparatus which the Provider requires in order to carry out the Service unless otherwise agreed.



10. Customer Records & Service Reports

10.1. The Customer shall keep such records relating to the use and performance of the Equipment as may be directed by the Provider from time to time.

10.2. The Customer shall permit the Provider to have access to such records at all reasonable times, including all periods during which the Services are being performed or preparations are being made for the Services to be performed.


11. Intellectual Property Rights & Confidentiality


11.1. All intellectual property rights in all materials (whether in hard copy or electronic form) which the Provider creates or supplies to the Customer in the course of performing the Services under the Agreement will, as between the Parties, be owned by the Provider.

11.2. The Customer acknowledges the confidential nature of the design of the Solutions embedding all of the Equipment and items associated with the Equipment including, but not limited to, documentation, forms, trademarks, instructions, operating manuals and other information.

11.3. The Customer shall not, without the Provider's prior consent in writing, copy or cause to be copied or disclosed any details of such technology, design, procedure or items to a third party.

11.4. The Customer may only make use of such details to the extent necessary to enable the Equipment to be used in a manner reasonably contemplated by the Provider.

11.5. The Customer may only disclose such details to those of its employees by whom it is required to enable the Equipment to be used in a manner reasonably contemplated by the Provider.

11.6. The Customer acknowledges that any discoveries, inventions, patents, designs or other rights arising directly or indirectly out of or in the performance of the Agreement are the property of the Provider.

11.7. The Customer's obligations under this clause ‎(11) shall survive the termination of the Agreement.

11.8. The Customer is responsible for the security of its proprietary and other classified information. The Customer undertakes to indemnify the Provider against all claims brought by any party for loss or damage to such information howsoever caused. The Customer acknowledges that all access passwords to the Equipment and software must be remitted to the Provider and further recognizes that the Provider has secure password storage and that the Provider will treat such passwords with the utmost confidence and in the manner that it treats its own passwords.

11.9. Other than as specifically provided for in the Agreement, nothing in the Agreement assigns, transfers or grants a licence to a Party over or in relation to pre-existing intellectual property rights owned by the other Party, the Provider’s supplier or a third party.

11.10. Each Party agrees not to, and shall ensure that its employees, agents and advisors do not, disclose to third parties, any confidential or proprietary information arising or disclosed pursuant to the Agreement (including information not generally known to the public, such as without limitation technical, development, marketing, sales, operating, performance, cost, know-how, business and process information or computer programming techniques), except: (i) with the prior written permission of the Party to whom such information belongs; (ii) as required by applicable law or regulation or pursuant to a court order or direction of any government authority or regulatory body or stock exchange; or (iii) where the information is already known to, or obtained by independent means, or independently developed, by the recipient, or is already in the public domain through no fault of the recipient.

12. Liability of Parties


12.1. The Customer shall keep the Provider, its personnel and agents fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or breach of the Agreement by the Customer, its employees, agents or servants, and shall pay to the Provider all reasonable costs, charges and losses sustained or incurred by the Provider as a result of the Provider being prevented or delayed from performing its obligations under  the Agreement by reason  of any act or omission of the Customer, its employees, agents or servants.

12.2. Except as expressly provided in the Agreement, all terms, conditions, warranties, undertakings or representations whether express, implied, statutory or otherwise relating in any way to the Services or to the Agreement are excluded. Without limiting the generality of the foregoing, the Provider shall not be under any liability to the Customer for any loss of profit (actual or anticipated), loss of use, loss of production (including loss of hydrocarbons), loss of contracts, loss of opportunities, loss of revenue, cost of capital, costs of replacement, loss of goodwill, loss of reputation, loss of information or data, loss from any third party contracts, loss due to business interruption, loss of interest, loss of power, cost of purchased  or replacement power, contractual claims from third parties or  any indirect, incidental, special or consequential losses or damages arising from or in connection with its performance or non-performance under the Agreement and whether based upon contract, tort, or any other legal theory. This Clause ‎(12.2) shall apply to the benefit of the Provider’s personnel, the Provider’s affiliates and the Provider’s sub-contractors.

12.3. Notwithstanding any other provision of the Agreement the Provider’s total cumulative liability for any act or omission, whether in contract, tort (including negligence or strict liability) or any other legal or equitable theory during the Term of the Agreement shall not exceed in the aggregate, 10% of the Fee payable under the Agreement during the preceding one (1) year. This Clause (12.3) shall apply to the benefit of the Provider’s personnel, the Provider’s affiliates and the Provider’s sub-contractors.


13. Warranties


13.1. The Provider warrants that:

13.1.1. it will provide the Services in a proper, workmanlike and professional manner at all times;

13.1.2. it will exercise the reasonable standards of skill, care and diligence in the performance of the Services;

13.1.3. it will retain a sufficient number of personnel with the expertise required to provide the Services; and

13.1.4. its personnel possess the required skills and experience required to provide the Services.

13.2. The above warranties shall not replace or supersede the warranty applicable to the Equipment as specified in any sale and purchase agreement.

14. Force Majeure


14.1. The Provider shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Provider’s obligations in relation to the Services, if the delay or failure was due to force majeure. For the purposes of this clause, force majeure shall mean any unforeseen event beyond the reasonable control of the Provider such as, but not limited to any act of God, act of government or any authorities, hostilities between nations, war, riot, civil commotions, civil war, insurrection, blockades, import or export regulations or embargoes, rainstorms, national emergency, earthquake, fires, explosion, flooding, hurricane or other exceptional weather conditions or natural disaster, acts of terrorism, accidents, sabotages, strikes, shortages in material or supply, infectious diseases, epidemics,  as well as travel restrictions or travel warnings due to any such events.

If any delay in performing, or any failure to perform the Agreement is caused by the delay of a subcontractor of the Provider, and is beyond the control and without the fault or gross negligence of the Provider, the Provider shall incur no liability for such delay.

14.2. If such delay or failure continues for at least one (1) month, the other party may terminate the Agreement immediately with written notice. In such event, the Customer shall pay the Provider a reasonable sum in relation to Services already rendered and costs and expenses incurred prior to termination.


15. Termination and/or Suspension of Services

15.1. In addition to the Provider’s right to terminate the Agreement under Clause (‎8.3), the Provider shall be entitled to (i) terminate the Agreement or suspend any further Services under the Agreement without any liability to the Customer, and (ii) demand that the Fee, Additional Charges or balance thereof shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, and (iii) retain any security given or monies paid by the Customer and apply the said security or monies against the assessed loss and damages, if any, suffered by the Provider, in the event that:

15.1.1. the Customer is in breach of the Agreement; or

15.1.2. the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or has an order made or resolution passed for such winding-up or shall otherwise become insolvent or make such proposal, assignment or arrangement for the benefit of its creditors or have a receiver or manager appointed over its affairs or have an application made to court for the appointment of a judicial manager or be placed under a judicial management order; or

15.1.3. an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Customer; or

15.1.4. the Customer ceases, or threatens to cease, to carry on business; or

15.1.5. there is a change in control of the Customer which in the reasonable opinion of the Provider adversely affects the position, rights or interests of the Customer. (For the purpose of this sub-clause, “control” means the ability to direct the affairs of another whether by virtue of Agreement, ownership of shares, or otherwise howsoever); or

15.1.6. in the reasonable opinion of the Provider, there occurs a material change in the financial position of the Customer which is likely to affect the Customer’s ability to perform its obligations under the Agreement; or

15.1.7. The Provider reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

15.2. Termination of the Agreement by the Provider shall not discharge the Customer from any existing obligation accrued due on or prior to the date of termination.

15.3. The rights and remedies granted to the Provider pursuant to the Agreement are in addition to, and shall not limit or affect, any other rights or remedies available at law or in equity.


16. General


16.1. The Provider is a member of the group of companies (“the Provider group of companies”) whose holding company is HD Holding SAL (“HD”), and accordingly the Provider may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of this group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Provider. The Customer shall not assign any of its rights or obligations under the Agreement without the prior written consent of the Provider, such consent to be signed by its authorised representatives. Any attempted delegation or assignment shall be void. The Provider may sub-contract the performance of the Agreement or any part of the Agreement without obtaining the prior consent of the Customer.

16.2. The fulfillment of the Agreement on the Provider’s part is subject to the stipulation that this shall not be prevented by impediments on the grounds of national and international legal requirements.

16.3. Any notice required or permitted to be given by either Party to the other under the Agreement shall be in writing and signed by the authorised representatives of the Party addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the Party giving the notice. Notices may be delivered by hand, or by prepaid registered post or by facsimile and shall be deemed to have been served:

16.3.1. if by hand, at time of delivery;

16.3.2. if by prepaid registered post, three (3) working days after posting;

16.3.3. if by facsimile, on the date printed on the facsimile transmission report produced by the sender’s machine.

16.4. No waiver by either Party of any breach of the Agreement by the other Party shall be considered as a waiver of any subsequent breach of the same or any other provision. If either Party delays, neglects or chooses not to enforce its right under the Agreement, it shall not affect its right to do so at a later date.

16.5. If any provision of the Agreement or these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part such provision shall be construed, limited or if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability and the validity of the other provisions of the Agreement and these Conditions and the remainder of the provision in question shall not be affected but shall remain in full force and effect.

16.6. No terms shall survive the expiry or termination of the Agreement unless expressly provided.

16.7. The Agreement is the entire agreement between the Parties and may not be changed unless agreed in writing by properly authorised representatives of both Parties.

16.8. The relationship between the Provider and the Customer is one of independent contractor and nothing in the Agreement shall be construed as creating any relationship of partnership, employment, joint venture or agency between the Provider and the Customer.


17. Applicable Law and Dispute Resolution


17.1. The Agreement (including these Conditions) shall be governed by and construed in accordance with the laws of Lebanon.

17.2. The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to the Agreement or any breach of it. If any such dispute cannot be settled amicably through ordinary negotiations between representatives of the Parties, the dispute shall be referred to the management of each Party who will meet in good faith in order to try and resolve the dispute.

17.3. All negotiations connected with the dispute will be conducted in complete confidence and the Parties undertake not to divulge details of such negotiations except to their professional advisers who will also be subject to such confidentiality and such negotiations shall be without prejudice to the rights of the Parties in any future proceedings.

17.4. In the event any such dispute is unresolved after thirty (30) days of the commencement of such negotiations referred to in Clause ‎(17.2), such disputes arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be finally settled by the courts of Lebanon having competence.

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