1. Scope

1.1 These IT Maintenance Specific Terms apply to the maintenance of the hardware, software and local network of the Customer's offices that ON DIVERSITY CLOUD EUROPE, S.L. ("DIVERSITY") carries out on site and remotely under an Order Form.

1.2 IT maintenance is a professional service under Section 2 of the General Terms with its own Specific Terms. The Professional Services Specific Terms (/contracts/professional-services/) do not apply to it. Incidents are handled under Section 5, not as Support Requests under the Support Specific Terms (/contracts/support/).

1.3 These Specific Terms supplement the General Terms (/general-terms/). They do not repeat what the General Terms settle. In particular, fees, invoicing and late payment (Section 7), personal data (Section 9 and the DPA), confidentiality (Section 10), liability (Section 14), notices (Section 18), and governing law and courts (Section 23) apply as written there.

1.4 Where these Specific Terms depart from the General Terms, they say so and prevail, as Section 3.2 of the General Terms provides. Capitalised terms not defined here have the meaning given in the General Terms.

2. Definitions

  • "Premises": the Customer's offices named in the Order Form.
  • "Covered Equipment": the hardware listed in the Order Form, each item identified by its make and serial number, as updated under Section 7.1.
  • "Incident": a fault in the Covered Equipment, in the software on it or in the Customer's local network that the Customer reports to DIVERSITY.
  • "Critical Incident": an Incident that stops or seriously disrupts the Customer's normal business, for example the failure of its billing system or of its whole network.
  • "Severe Incident": an Incident that significantly hinders the Customer's business without stopping it, for example where a task has to be done by hand for a while.
  • "Minor Incident": an Incident that the Customer can work around without significant delay, for example by using another computer.
  • "Response Time": the time from the report of an Incident to DIVERSITY's first response and the start of work on it.
  • "Visit Hours": the hours stated in the Order Form during which DIVERSITY visits the Premises.

3. Description of the service

3.1 Hardware. DIVERSITY carries out preventive maintenance of the Covered Equipment, reviewing at regular intervals that each item and its components work properly, and corrective maintenance, replacing components that fail. At the Customer's request, it installs additional devices that improve performance or security.

3.2 Spare parts. Spare parts, new equipment and peripherals are bought by the Customer or, with the Customer's prior consent, by DIVERSITY, which passes their cost on to the Customer. DIVERSITY is not responsible for incompatibilities caused by items that the Customer buys itself.

3.3 Manufacturer warranties. An item under a manufacturer's warranty is repaired by the manufacturer's technical service. For items that DIVERSITY supplied, DIVERSITY makes and follows up the warranty claim for the Customer. Equipment that DIVERSITY assembled is also covered by Section 7 of the Equipment Assembly Specific Terms (/contracts/equipment-assembly/).

3.4 Software. DIVERSITY reviews the critical parameters of the Covered Equipment and the network; installs, maintains and updates the antivirus system; installs and maintains the backup system and restores data from it (Section 6); reinstalls software that fails; configures software already installed; and installs operating system and application updates and additional licensed software.

3.5 Licences. DIVERSITY does not install or configure software without the licence it needs. Licences are acquired by the Customer or, with the Customer's prior consent, by DIVERSITY, which passes their cost on to the Customer. The Customer is responsible for the licences it acquires itself.

3.6 Network. DIVERSITY monitors the basic parameters of the Customer's local network to check that it is properly sized; configures the local network so that the equipment and peripherals connected to it communicate properly; checks the cabling of equipment and peripherals and replaces it where needed; and reconfigures the network after a failure.

3.7 Tools. DIVERSITY works with remote connection, monitoring and diagnostic software on the Covered Equipment, and by inspection on site, under the access rules in Section 7.3.

4. Where and when the work is done

4.1 On site and remotely. DIVERSITY works remotely, and on site only at Premises in Madrid, Munich, Helsinki and Amsterdam. For Premises elsewhere, DIVERSITY works remotely only, and the Order Form states what replaces the on-site visits in Sections 4.2 and 4.3.

4.2 Visits. DIVERSITY visits the Premises during the Visit Hours, with no limit on the number of visits. Where a maintenance task needs it, DIVERSITY may also work outside the Visit Hours, as agreed with the Customer. Visits outside the Visit Hours that the Customer asks for, and visits needed for reasons not attributable to DIVERSITY, are billed as the Order Form sets out.

4.3 Quarterly visit and review. Each quarter, DIVERSITY makes one on-site visit, announced to the Customer in advance, to check the systems and correct any anomalies, and reviews the service with the Customer.

5. Incidents

5.1 Reporting. The Customer reports Incidents to support@ondiversity.eu, or by telephone using the number stated in the Order Form, and says whether each is a Critical, Severe or Minor Incident. DIVERSITY may change the level, giving its reasons, where the Incident does not fit the definition.

5.2 Response Times. The Order Form states the Response Time for Critical, Severe and Minor Incidents and the hours in which it runs. Response Times are targets, not guaranteed times. A Response Time is not a time to fix the Incident: that depends on its complexity and on the availability of spare parts. DIVERSITY works to fix each Incident with due diligence and tells the Customer the estimated time to fix it.

5.3 Service levels. IT maintenance is not covered by the SLA (SLA, Section 3). Missing a Response Time gives no right to service credits.

5.4 Post-mortem. When an Incident has been fixed, DIVERSITY gives the Customer a written post-mortem covering its cause, its duration and the work done.

5.5 Faults caused by others. Faults caused by handling contrary to the manufacturer's instructions, or by third parties with no connection to DIVERSITY, are not Incidents covered by the monthly fee. DIVERSITY fixes them at the Customer's request, billed as Section 4.2 provides.

6. Backups and restoring data

6.1 What is included. IT maintenance includes installing, maintaining and monitoring the Customer's backup system and restoring data from its backups. Unless the Order Form says otherwise, it is not a backup service under Section 13 of the General Terms: the Customer remains responsible for keeping backup copies of its data, including the media and locations that hold them.

6.2 What is backed up. The Customer decides, in the Order Form or in writing, which data is backed up, how often and where the copies are kept. Copies kept on DIVERSITY's own Services are governed by the Specific Terms of those Services.

6.3 Failed backups. DIVERSITY tells the Customer without undue delay when its monitoring shows that a backup has failed or is missing.

6.4 Restoring. DIVERSITY restores data from the most recent backup that holds it. Before a restore that would overwrite existing data, DIVERSITY tells the Customer what will be overwritten and goes ahead only with the Customer's agreement.

6.5 Lost data. DIVERSITY is liable for data lost through its failure to carry out this Section 6 with due care, within the limits of Section 14 of the General Terms. It is not liable for the loss of data that no backup held for a reason not attributable to DIVERSITY, including the Customer's choices under Section 6.2 and a failure reported under Section 6.3 that was not put right for a reason not attributable to DIVERSITY.

7. The Customer's obligations

7.1 The Customer keeps the list of Covered Equipment current, with the make and serial number of each item, and tells DIVERSITY in writing of items added or removed.

7.2 The Customer gives DIVERSITY the access to its Premises and systems that the work needs and, for work on site, a place to work with a computer at the Premises.

7.3 Access by DIVERSITY staff to the Customer's systems is governed by the Order Form and its Security and Acceptable Use Annex (Anexo de Seguridad y Uso Aceptable) (Acceptable Use Policy, Section 1.5).

7.4 The Customer uses its hardware and software in accordance with the manufacturers' instructions.

7.5 The Customer remains responsible for its systems and the data on them, except for the tasks that these Specific Terms give DIVERSITY (DPA, Section 5.2).

8. Data

8.1 Where the work involves personal data on the Customer's systems, DIVERSITY processes it as processor under the DPA (General Terms, Section 9.1).

8.2 Customer Data stays on the Customer's systems and on the backup media the Customer chooses. Section 9.4 of the General Terms applies only to Customer Data that DIVERSITY stores on its own Services.

8.3 IT maintenance is not a data processing service under Regulation (EU) 2023/2854 (Data Act), so Section 17 of the General Terms does not apply to it.

9. Term and termination

9.1 The service runs from month to month from the start date in the Order Form and renews automatically each month.

9.2 The Customer may end it by written notice given at least 15 days before the end of a monthly period. DIVERSITY may end it by written notice given at least one month before the end of a monthly period. This replaces the renewal and notice rule in Section 16.1 of the General Terms.

10. Billing specifics

The service is billed as the Order Form sets out, according to the number of items of Covered Equipment. Spare parts, new equipment, consumables, software licences and the work in Sections 4.2 and 5.5 are billed separately. Prices appear only in the Order Form.

11. End of service

When the service ends, DIVERSITY ends its remote access to the Customer's systems, returns or deletes the access credentials the Customer gave it, and deletes any copy of Customer Data it holds outside the Customer's systems, unless the law requires it to keep it (DPA, Section 10.2).

12. Exclusions

Unless the Order Form provides otherwise, IT maintenance does not include:

(a) printers, televisions, telephones, including mobile phones, and electro-medical equipment;

(b) spare parts, new equipment, peripherals, consumables and software licences, which are billed (Section 10);

(c) laying new cabling across the Premises, which is quoted separately;

(d) work on site outside Madrid, Munich, Helsinki and Amsterdam;

(e) repairs under a manufacturer's warranty, which the manufacturer's technical service carries out (Section 3.3);

(f) keeping backup copies of the Customer's data (Section 6.1).