This Annex shall supplement the standard terms and conditions of Connectus Business Solutions Ltd (the “Terms”). In the event of an inconsistency between the Terms and this Annex, this Annex shall prevail.
1.1. In this Annex, the following terms shall have the following meanings:
Additional Services: any additional services agreed between the parties from time to time in accordance with paragraph 11 and Schedule 6 (Contract Change Procedure).
Associated Company: in relation to either party, any entity which directly or indirectly owns or controls or is directly or indirectly owned or controlled by or in common ownership or control with that party to the extent of holding more than 50% of the shares or stock having the power to vote at a general meeting or equivalent.
Company Assigned Personnel: those of the Company Personnel who are assigned by the Company from time to time to perform the Support Services;
Completion Date: means the date by which the Products must be delivered to the Customer and any other timescales agreed between the Parties and specified on any Order from time to time and/or detailed within the Service Levels.
Contract Change Procedure: the contract change procedure set out in paragraph 11 and Schedule 6 (Contract Change Procedure).
Fees: the fees in respect of the Support Services, as more particularly described in paragraph 7 and Schedule 5 (Fees) as the same may be altered in accordance with paragraph 7.10.
Manager: the manager appointed by each party to liaise and cooperate regarding the Services.
Monthly Fees: the proportion of the Fees paid or payable (as the context requires) in respect of the relevant month as more particularly described in paragraph 7 and Schedule 5 (Fees), as the same shall be revised in accordance with this Annex.
New Service Provider: any entity (including the Customer where relevant) which provides Replacement Services.
Products: any and all hardware and/or software products delivered by the Company under the Terms and Annex.
Replacement Services: means all or part of the Support Services or services substantially like all or part of the Support Services which are provided by an entity other than The Company following the termination of this Contract (or the relevant part of this Contract) which for the avoidance of doubt may be the Customer or any Associated Company of the Customer.
Representative: means any workers’ representative including, without limitation, a trade union, staff association, workers’ committee, works council, European Work’s Council or an employee representative appointed for the purposes of the Transfer
Regulations or Section 188 of Trade Union and Labour Relations (Consolidation) Act 1992.Service Description: the detailed description of the Support Services, as set out in Schedule 1 (Service Description).
Service Levels: the minimum performance standards for the Support Services, as more particularly defined in Schedule 4 (Service Levels for Incident Management).
Service Level Failure: any failure by the Customer to meet the Service Levels or any one of them.
Setup Cost: the cost to the Customer of setting up the Support Services.
Successful Implementation: the delivery and installation by the Company to the Customer of the Support Services and/or solution as defined in Schedule 1 (Service Description).
Support Services: the support services, as described in Schedule 1 (Service Description) and, where the context requires, also including any and all Additional Services (including without limitation the supply of any Products), and the services referred to in paragraph 2.
2. The Support Services
2.1. The Contract shall commence on the date of hereof and will continue for the Minimum Period.
2.2. On expiry of the Minimum Period, the Contract shall automatically renew on the same terms until notice to terminate is served in accordance with paragraph 14.1
2.3. The Customer grants exclusivity to the Company the right to design, deploy and maintain all solutions relation the matters contemplated by this Contract.
2.4. The Customer predict the volume or value of its requirements for additional equipment, software or services within the scope of this Contract. None is guaranteed, and the Customer makes no representation to the Company as to any minimum value or volume of business, save that whatever the value or volume of business the Customer shall be obliged to pay the minimum Fees identified in Schedule 5 (Fees).
2.5. The Company shall:
2.5.1. provide the Support Services to the Customer;
2.5.2. to the extent that the Service Description specifies obligations or duties that are to be performed by Company Personnel, the Company shall procure that the Company Personnel perform the same; and
2.5.3. subject to and in accordance with the terms and conditions of this Contract (including without limitation the Service Levels) and all other specifications, timetables and procedures agreed in writing between the parties from time to time.
2.6. The Company acknowledges and agrees that it shall also during the term of the Support Services provide such services to the Customer as are an inherent, necessary or customary part of the Support Services and which are reasonably required or are reasonably necessary for the proper performance and provision of the Support
Services, notwithstanding that such services may not be specifically described or contemplated in this Contract (including, in particular, the Service Description).
2.7. The Company acknowledges and agrees that the Customer shall have the right (in its sole discretion) to specify from time to time during the term of the Support Services at which Sites any or all of the Support Services are to be provided, subject to the Customer providing reasonable advance written notice of any change.
2.8. The Company acknowledges that extra services or manpower required as a result of or in connection with any default, negligence or breach of this Contract by the shall not constitute Additional Services and the Company agrees that such Additional Services or manpower shall be provided immediately and at no cost to the Customer.
2.9. The Company shall comply with all lawful and reasonable directions regarding the Support Services notified to it from time to time by the Customer. All such directions shall be in writing.
3. Delivery and installation
3.1. The Company will provide where requested upon order from the Customer RAMS.
3.2. Unless otherwise agreed between the parties in writing the Support Services must be provided (allowing enough time for unloading and access in the case of supply of Products) during Business Hours and the Company, in the case of supply of Products, shall be responsible for delivering and unloading the Products at the address for delivery shown in the relevant Order.
3.3. Unless otherwise agreed by the Parties in writing, all hardware and software acquired or for use on the Customer behalf should be delivered, unloaded, stored and installed as appropriate by the appropriately qualified the Company Personnel.
3.4. Where the Company is installing Products, packaging shall be removed by the Company from the place of installation and disposed of in an appropriate manner by the Company at the Company’s cost.
3.5. Where the Company is installing Products and Support Services and or providing routine and or emergency maintenance, the Customer will grant the required access to the installation site at no cost to the Company.
3.6. Any consumables or parts replaced in the provision of the Support Services hereunder should be removed and disposed of by the Company at the Company’s cost according to any requirements detailed within the Schedules to this Annex or recognised British or equivalent standards and codes (where applicable).
3.7. Where an item of hardware and/or software is subject to the provision of an agreed installation service, payment will be authorised by the Customer upon Successful Implementation of both hardware and/or software as appropriate.
4. Completion and timescales
4.1. The Company shall ensure that the Products are delivered, and the Support Services are provided by the relevant Completion Date and any other timescales specified on the Order or within the Service Levels and time shall be of the essence in relation to delivery of Products.
4.2. The Company shall notify the Customer of any delays in delivery of Products as soon as reasonably practicable. In the event of any delay the Customer may, without prejudice to any other right or remedy available to the Customer in respect of such delay, cancel the Order without cost or liability.
5. Ownership and risk
5.1. Without prejudice to the Customer’s other rights:
5.1.1. ownership of the Products shall pass to the Customer on payment of the Fees for the relevant Products and subject to paragraph 5.1.2 and paragraph 5.2, risk in the Products shall pass to the Customer on delivery to the Customer Site (as specified in the relevant Order);
5.1.2. in the event that the Products require installation in accordance with this Contract risk in the Products shall pass to the Customer on Successful Implementation;
5.1.3. Subject to paragraph 5.2, the ownership and risk in replacement goods or parts shall pass to the Customer upon Successful Installation of such goods or parts, at which point, subject to paragraph 5.1.4, the ownership of permanently swapped-out items shall pass to the Company. Risk in swapped-out items shall pass to the Company as soon as de-installation work commences upon them by the Company Personnel; and
5.1.4. where goods or parts are to be swapped-out on a temporary basis, the Customer shall retain ownership of those goods or parts throughout. Risk in the swapped-out items shall pass to the Company as soon as the Company Personnel commence de-installation work upon them and shall pass back to the Customer upon successful re-installation. Risk in the replacement items shall be with the Customer only if they are installed as replacements.
5.2. Notwithstanding anything in paragraph 5.1, swapped-out items shall not become the property of The Company if such replacement is the result of an upgrade purchased by the Customer and in such the Customer shall own any swapped-out items.
5.3. All the Customer owned Products held by the Company, shall be kept in safe custody and good condition, set aside and clearly marked as the property of the Customer.
6. Company personnel
6.1. The Company shall be responsible for the selection and allocation of the Company Personnel to perform the Support Services.
6.2. Prior to commencing work on the Customer account the Company shall:
6.2.1. procure that proposed the Company Assigned Personnel sign a non-disclosure agreement; and
6.2.2. perform a thorough background check on the proposed the Company Assigned Personnel and ensure that each such member of the Company Assigned Personnel has not been convicted of any criminal offence (other than minor motoring offences) for a period of 10 years prior to the date of such background check.
6.3. The Company shall procure that the Company Assigned Personnel properly look after any keys, pass cards or similar that they may be entrusted with, and forthwith deliver up to the Customer such keys, pass cards or similar on request, on termination of their employment on the Customer Account, or on expiry or termination of this Contract, whichever is the earlier.
6.4. If at any time during the performance of the Support Services, the Customer considers (in its sole discretion) that:
6.4.1. the performance or conduct of a member of the Company Assigned Personnel is unsatisfactory;
6.4.2. a member of the Company Assigned Personnel has committed a breach of applicable standard rules of conduct or of this Contract; or
6.4.3. the continued presence or assignment to perform any part of the Support Services of any member of the Company Assigned Personnel would be undesirable,
6.4.4. the Customer shall have the right to require the provision of, and the Company shall promptly provide, replacement personnel at the Company’s own cost.
6.5. Except as otherwise expressly provided herein, the Company shall supply to the Company Assigned Personnel all necessary identification, hardware, software, access, stationary and any other resources as may be necessary to perform the Support Services.
6.6. The Company shall indemnify and keep indemnified on demand and fully reimburse the Customer from and against all claims, demands, losses, damages, liabilities, costs and expenses (including legal expenses) which the Customer may suffer, sustain, incur or pay which arise out of or in connection with any act or omission by the Company Personnel during their employment with the Company:
6.6.1. in respect of any employee, agent or sub-contractor of the Customer alleging that such act or omission constitutes unlawful sex, race, age or disability discrimination, sexual or other harassment;
6.6.2. where such act or omission results in personal injury or death; or
6.6.3. where such act or omission results in damage to any the Customer property.
6.7. The Company shall notify the Customer of any material health and safety hazards (RAMS) which may arise and which it may reasonably become aware of in connection with the performance of the Support Services.
6.8. The Company shall be responsible for the acts and omissions of the Company Personnel during their employment with the Company.
7. Charges and payment
7.1. The Customer shall pay the Setup Cost within 28 days of falling due.
7.2. The Fees shall be calculated in accordance with and payable by the Customer as set out in Schedule 5 (Fees).
7.3. The Company shall be entitled to submit its first invoice for Fees on or after the last Business Day of the month. Thereafter during the Term, the Company shall be entitled to submit invoices for Support Services provided in any month on or after the first day of the following month.
7.4. All payments are to be made via direct debit, failure to do so may result in the Company, at their sole discretion limiting or removing services to the Customer.
7.5. All invoices submitted by the Company shall require payment of a single aggregate amount for the Services. Invoices shall otherwise be in such format as is required by the Customer.
7.6. Valid invoices shall be payable within 28 days of the date of receipt of the invoice.
7.7. The Company shall not be entitled to suspend performance of the Support Services or to terminate this Contract in the event of any late payment by the Customer of sums due under this Contract.
7.8. The Company shall issue payment reminders to the Customer within 14 days following the due date for payment, setting out the amount outstanding and referring to the relevant invoice number and date. Such reminder payments shall also state expressly that interest will be payable on the relevant amount if payment is not received within the period referred to in paragraph 7.6.
7.9. The Customer may at any time or times without notice to the Company (and without prejudice to any other right or remedy available to the Customer whether under this this Contract or otherwise) set off and/or deduct or withhold from payment of any sums payable to the Company against any liability of the Company to the Customer (howsoever arising and whether in contract, tort (including negligence), breach of statutory.
7.10. The Company shall be entitled to increase only such Fees as are identified for these purposes in Schedule 5 (Fees) annually at the commencement of each year following year 1 by reference to the increase in the preceding 12 months in the Average Earnings (excluding bonuses) Index published by the Office for National Statistics, or any replacement from time to time for such index.
8. Company obligations
8.1. The Company acknowledges that the Customer is relying on the Company’s skill, expertise and experience in the performance of the Support Services under this Contract. Accordingly, the Company shall be responsible for specifying to the Customer in enough detail to allow the Customer to supply to the Company, so far as available to the Customer, all information reasonably required by the Company for the purposes of performing the Support Services. The Company shall review all such information supplied by the Customer to the Company promptly on receipt and shall promptly following receipt notify the Customer of any further information reasonably required by the Company for the purposes of performing any Support Services.
8.2. Unless otherwise stated in this Contract, whenever the Company or its representatives (including its employees, agents and sub-contractors) have access to the Customer’s premises or property, including third party sites in which the Customer has an interest, the Company shall (and shall ensure that the Company Assigned Personnel shall):
8.2.1. comply with all reasonable site regulations previously advised in writing to the Company;
8.2.2. limit itself to entering upon those parts of the premises or property reasonably necessary for the purposes of performing the relevant Support Services;
8.2.3. not remove any apparatus from any Site, other the Customer premises or any third-party site without the Customer’s prior consent save that where it may be necessary for the Company to replace certain faulty equipment in accordance with Schedule 1 (Service Description), the Company shall be able to undertake such work without the Customer prior consent.
8.3. The Company shall, except where otherwise provided in this Contract, at its own expense provide all apparatus and tools necessary to perform the Support Services and Additional Services and shall ensure that all such apparatus and tools are properly maintained in good working order. The Customer shall not be responsible to the Company or any of its subcontractors for any apparatus or tools damaged or lost while at the Sites unless such loss or damage is due to the negligence or wilful misconduct of the Customer or its agents.
8.4. The Customer shall be entitled at any time to appoint such consultants as it deems appropriate to act on behalf of the Customer. The Company shall as part of its performance of the Support Services co-operate with such consultants in whatever way deemed appropriate by the Customer. The Company shall act in the best interests of the Support Services and its compliance with this paragraph shall include:
8.4.1. co-operating with the Customer and any consultants nominated by the Customer (as notified to the Company) and, so far as it is able, supplying such persons with any relevant advice, information, reports, documents, comments, approvals, recommendations or instructions which they might reasonably require without charge; and
8.4.2. providing all advice, information, reports, documents, comments, approvals, recommendations and instructions required in reasonable time so as not to delay or disrupt the progress of the Support Services.
8.5. The Company shall ensure that where in the delivery of the Support Services, its authorised agents and sub-contractors are required to attend any Site, those persons shall be able to provide sufficient information to establish their identity, the identity of the organisation they represent and the purpose of their visit. This may be in the form of a photographic identification and/or written instructions.
8.6. Except as expressly set out in this Contract, the Company shall not be entitled to hold itself as agent the Customer.
8.7. In addition to its Service Level obligations, the Company shall take all reasonable steps to minimise any disruption to the normal operations of the Customer business when providing the Support Services.
9. Customer obligations
9.1. The provisions in this paragraph 9 are in addition to the obligations as set out within clause 5 of the Terms.
9.2. The Customer shall provide to the Company or be responsible for providing the following to the Company:
9.2.1. copies of the Customer policies, including without limitation the Customer security policy and the Customer business principles policy;
9.2.2. such liaison with the Company Assigned Personnel as may be necessary in the Customer’s opinion from time to time during the Term;
9.2.3. such training as the Company may reasonably request (which such training shall be at the Company’s sole cost and expense) in order to enable the Company to perform the Services, but only if and to the extent that new procedures or systems are introduced by the Customer that impact directly on the Company’s ability to provide the Support Services;
9.2.4. access to such of the Customer internal telephone, electronic communications networks and computer networks as are necessary in the Customer opinion for the performance of the Support Services;
9.2.5. such office accommodation, storage space and equipment at the Sites as is necessary in the Customer opinion for the performance of the Support Services provided that it is hereby agreed and declared in relation to the use of such accommodation and space (“the Space”) by the Company that:
18.104.22.168. the Company shall have use of the Space only in connection with the performance of the Support Services and shall not use it or any part of it for any other purpose whatsoever; and
22.214.171.124. the Company shall not permit anyone else to use or occupy the Space save for the Customer Personnel;
9.2.6. such electricity, gas and water as are reasonably necessary for the performance of the Support Services;
9.2.7. taking all reasonable and proper precautions to protect the health and safety of the Company Assigned Personnel while on the Sites or other the Customer premises;
9.2.8. providing, at the request of the Company, free of charge and as promptly as reasonably practicable, all information including any relevant local knowledge, drawings, including internal floor plans, which the Company may reasonably require for the effective provision of the Support Services.
10. Operations management
10.1. Each party’s designated Manager shall have overall operational responsibility for that party’s respective obligations under this Contract. Without limitation, the parties’ respective Managers shall:
10.1.1. co-ordinate the performance of the Support Services, including overseeing the conduct and quality of the Support Services and ensuring that the Services are performed in accordance with this Contract generally and with the Service Levels in particular;
10.1.2. arrange and attend the progress and review meetings as agreed;
10.1.3. use all reasonable endeavours and act in good faith to resolve issues arising under this Contract;
10.1.4. ensure appropriate and regular day-to-day liaison between the parties, the Company Assigned Personnel and the Customer Personnel;
10.1.5. (in the case of the Company’s Manager), submit to the Customer all such activity and progress reports as agreed; and
10.1.6. (in the case of the Company’s Manager), submit to the Customer all such information relating to the Company Assigned Personnel as may be requested by the Customer.
11. Contract change procedure
11.1. The Company acknowledges that the Customer may require the provision of Additional Services to vary existing Support Services, or to vary other terms of this Contract. The Company agrees that it is willing to consider any such variations proposed by the Customer from time to time, subject to the parties agreeing any appropriate variation(s) to the terms of this Contract, including without limitation any requirements for additional Company Assigned Personnel, equipment or other resources, and any required or likely variation(s) to the Fees.
11.2. The Company agrees that it shall provide all Additional Services at prices or rates and on such terms as are no less favourable than the more beneficial to the Customer of:
11.2.1. the pricing basis of the Fees; and
11.2.2. the prices, rates or terms (taken as a whole) offered by the Company to any other UK company with a similar service requirement to the Customer.
11.3. No variation or addition to the scope or terms of any Support Services shall formally take effect unless and until agreed by both parties in accordance with the Contract Change Procedure.
12. Information technology
12.1. The Company shall design and construct appropriate interfaces for data interchange between its systems and the Customer systems, in accordance with the instructions of the Customer from time to time.
12.2. The Company shall take all prudent and reasonable steps, including use of up-to-date industry standard anti-malware software, to ensure that all its IT systems, networks and any interfaces with the Customer are malware free, and shall take all other steps necessary to ensure the security of the Customer systems, and shall comply with the Customer reasonable requests in relation to IT security from time to time.
12.3. The Company acknowledges that it will have access to data on the Customer systems, which The Company acknowledges may include commercially sensitive or important data relating to the Customer business, its future, its customers and its employees, and data relating to or obtained by virtue of the Company’s performance of the Support Services for the Customer (“Customer Data”). The Company agrees that it shall not access or use any the Customer Data other than in strict accordance with the confidentiality obligations set out in clause 10 of the Terms and the Customer’s express prior instructions, and subject to any conditions that the Customer may impose on such use or access. The Company shall indemnify the Customer in respect of any loss caused by any unauthorised disclosure, damage, deletion, corruption or unauthorised amendment of any the Customer Data arising from the negligent act or omission of the Company or any breach of this Contract by the Company.
12.4. The Company shall ensure that all its IT systems, networks and the interfaces with the Customer are protected by up-to-date anti-malware software and shall take all other steps necessary to ensure the security of the Customer systems and shall comply with the Customer reasonable requests in relation to IT security from time to time.
13.1. The Company warrants that:
13.1.1. all the Company Assigned Personnel will always during the Term be competent and suitable in every respect to provide the Support Services (with respect to their qualifications, training, experience or otherwise);
13.1.2. the Support Services will be carried out in a competent and professional manner to best industry standards and using the skill and care of an expert, experienced and diligent provider of desktop and server support services;
13.1.3. the Products will conform to the licensors or manufacturers’ specifications.
13.1.4. without prejudice to any other warranty in this paragraph 13, the Support Services will be performed to meet or exceed the Service Levels;
13.1.5. all equipment and systems (including hardware and software) provided and used by it in the performance of the Support Services will be of satisfactory quality and will be enough to ensure that the Support Services comply with the Service Levels;
13.1.6. it shall perform the Support Services in a timely manner (where timescales for performance are not set out in the Service Levels or elsewhere in this Contract);
13.1.7. it has fully satisfied itself of the nature of the Support Services to assess the full scope and volume of work involved in performing the Services.
13.1.8. it will pro-actively collaborate with other service providers at the Sites in order (inter alia) to identify/generate costs savings and improvements.
13.2. The Company shall pass on the benefit of any licensor or manufacturers’ warranties and guarantees with respect to the Products.
13.3. In the event that the hardware is out of manufacturers warranties, the Customer accepts that a charge for the replacement of any equipment will be passed onto the Customer with prior approval.
13.4. The Company undertakes that it shall not, during the Term enter into any contract or accept any obligation inconsistent or incompatible with its obligations under this Contract.
13.5. The Company undertakes to procure, as necessary, the performance by the Company Assigned Personnel of all such actions as are required to complete and satisfy The Company’s obligations under this Contract.
13.6. Each party warrants that it has full power and authority to enter into and perform this Contract, and that its entry into and performance of this Contract will not infringe the rights of any third party or cause it to be in breach.
14. Term and Termination
14.1. This Contract shall commence on the date hereof and will continue for the Minimum Period, being 3 years from the date hereof.
14.2. At the end of each 12 month period from commencement of the Minimum Period, the Contract shall automatically renew for a further 3 years.
14.3. Pursuant to clause 12.1 of the Terms, on expiry of the Minimum Period, the Customer may terminate this Contract at any point on serving 3 months’ written notice on the Company.
14.4. In addition to this paragraph 14 and clause 12.1 of the Terms, the Customer may terminate this Contract immediately in the event that:
14.4.1. with respect to Service Levels, there is a persistent failure to meet such Service Levels (meaning four or more failures in any period of six calendar months, or four consecutive failures at any time); and/or
14.4.2. with respect to all Service Levels there is less than 90% attainment of such Service Levels in any 3-month period.
15. Limitation of liability
15.1. Pursuant to clause 10.5, the Company’s total aggregate liability under this Contract shall not exceed the Charges paid for the Support Services under this Contract in the 12 months giving rise to a claim or £5,000, whichever is greater.
16. Intellectual property rights
16.1. This paragraph 16 is to be read in addition to the provisions of clause 7 of the Terms.
16.2. The Company acknowledges and agrees that all Intellectual Property Rights in work arising from or created, produced or developed by the Company (whether alone or jointly with others) under or in the course of performing its obligations under this Contract, including, without limitation all documents, procedures, processes, manuals, data, drawings, specifications, notes, plans, reports, computer programs, object code, source code, network designs, inventions, improvements, tools, scripts or other items relating thereto (“Works”) wherever in the world enforceable shall immediately upon creation or performance or development vest in and shall be and remain the exclusive property of the Customer, and the Company shall acquire no right, title or interest in or to the same and the Company hereby irrevocably and unconditionally assigns to and, in the case of moral rights, waives in favour of the Customer, and shall procure that all necessary the Company Personnel assign to and waive in favour of the Customer, all right, title and interest in and to the same.
16.3. The Company agrees (at the Customer request but at the Company’s cost and expense) to take all such actions and execute all such documents as may in the Customer reasonable opinion be necessary to enable the Customer to obtain, defend or enforce its rights in the Works, and shall not do or fail to do any act which would or might prejudice the Customer rights under paragraph 16.2.
16.4. The Company shall supply to the Customer, on request, all original versions and copies of the Works (including all source codes for developed software) and shall not retain any copies of the same in any format without the prior consent of the Customer.
16.5. The Company shall have a non-exclusive and non-transferable right during the Term to use, copy, modify and develop the Works solely to the extent reasonably required to enable it to perform the Support Services in accordance with the terms and conditions of this Contract.
16.6. In providing the Services, where the Company uses any technology (including, without limitation, software and/or database management systems) which such technology is proprietary to the Company or any of its Associated Companies, the Company hereby grants to the Customer a non-exclusive and royalty-free licence in relation to all such technology with the intent that the Customer may use the Intellectual Property Rights in such technology so as to enable the receipt of the Services by the Customer during the Term. In addition, the Company will, if requested by the Customer, upon termination of this Contract, offer to provide a licence to the Customer for the use of such technology for its own internal business purposes upon reasonable commercial terms.
16.7. The Customer shall be responsible for procuring all necessary rights and licences as are required to enable the Company to provide the Support Services as contemplated by this Contract in respect of the software and IT systems used by the Customer in its business that are the subject matter of this Contract. The Company shall be obliged to inform the Customer of any third-party communication alleging that such rights or licences are not in place.
17. Step-in rights
17.1. Without prejudice to the other provisions of this paragraph 17.1, the Company acknowledges that the Customer or the Customer’s Personnel may concurrently perform services of the same or similar type as the Support Services at the Sites, and consents to such concurrent performance.
17.2. If the Company repeatedly and/or materially fails to perform the Support Services (in whole or in part), or if the Company is otherwise in material breach of this Contract, and as a consequence of any such breach, the Customer has suffered or incurred, or may suffer or incur, a loss, cost, claim or expense, whether direct or indirect, the Customer may (without prejudice to its other rights and remedies under this Contract), step in and manage the performance of the Support Services (in whole or in part) itself, or appoint a third party to do the same until such time as the relevant breach has been rectified to the Customer’s satisfaction, and the Company shall indemnify the Customer for any loss, costs, claims or expenses that it may suffer as a result.
17.3. If the Customer elects to exercise its rights under paragraph 17.2, the Company shall provide (free of charge) the Customer and the Customer Personnel with access to, and any relevant rights to use, all assets, the Company Assigned Personnel, hardware, software, equipment and systems employed in the provision of the Support Services.
18.1. Nothing in this Contract operates to exclude or restrict the ability of either party to apply to a court of competent jurisdiction for relief including without limitation, injunctive relief.
18.2. Subject to paragraph 18.1, the parties shall use their reasonable endeavours to resolve any question or difference which may arise concerning the construction, meaning, effect or operation of this Contract or any matter arising out of or in connection with this Contract in accordance with the following escalation procedure.
18.3. Matters escalated in accordance with this paragraph 18 shall in the first instance be referred to the persons listed at Level 1 in the escalation table below, who shall meet to discuss the matter within five Business Days. If the matter is not resolved at such meeting, the matter shall be referred to the persons listed at Level 2 in the escalation table below who must meet within five Business Days or such other period as the parties may agree to attempt to resolve the matter. If the matter is not resolved at that meeting, the escalation shall continue with the same maximum time interval through one more level of management. If the unresolved matter is having a serious effect on the subject matter of this Contract, the parties shall use every reasonable endeavour to reduce the elapsed time in completing the process. This paragraph shall be without prejudice to either party’s termination rights pursuant to paragraph 14.
To log an incident please;
Call 0330 440 4848 OR
The Company’s Commercial Manager
(currently Andrew Marsden)
Head of Operations
(currently Pip Shelton)
If any of the above are unable to attend a meeting, a substitute may attend provided that such substitute has at least the same seniority or reasonably comparable managerial or directorial responsibility and is authorised to settle the unresolved matter.
Schedule 1. – Service Description
Schedule 2. – Anticipated Quotas of Deliverables
Schedule 3. – Fair Usage Approach
Despite providing a service which is comprehensive in nature and flexible in its delivery, there may be times when the Customer may need variation in the number of support calls, amount of training or additional documents and it is the Company’s intention to provide a service which is able to perfectly match customer requirements.
To that end, the Company have introduced a “Fair Usage Approach” which is applied to these services. That means the Company will provide the required service or artefacts to the Customer on the basis that if required, something else will be reduced to balance out.
If the Company consider this is being abused by the Customer, the Company has the right to either withhold the delivery of further services or to start charging for the additional artefacts or services pro-rata at the prevailing daily charge rate (which at the time of writing is £600+VAT per 8 hour day).
This allows the Customer to have a degree of dynamic requirements within the main delivery framework without having to enter into new or revised contracts each time and allowing predictability of the annual cost of the Company’s service delivery.
Schedule 4. – Service Levels for Incident Management
- 24/7 Incident Logging
- Excludes Bank Holidays
Schedule 5. – Fees
The Fees per Phase per annum for the Support Service (assuming annual inflation is zero) are as follows:
On-Site Support and ad-hoc training will be supplied at a pro-rata daily rate of £600+VAT per 8-hour day plus travel costs @ £0.45 per mile against a signed Order
NB: Services required outside of Service Hours will be chargeable.
Further phases can be appended to this schedule.
Schedule 6. – Contract Change Procedure
1. Where the Company or the Customer wish to change the requirements of the Services, the Customer may at any time request, and the Company may at any time recommend, such change only in accordance with the Contract Change Procedure as set out at paragraph 2 below.
2. The Company shall not unreasonably withhold or delay its agreement to any change.
3. Until such time as a change is made in accordance with the Contract Change Procedure, the Company shall, unless otherwise agreed in writing, continue to provide the Services as if the request or recommendation had not been made.
4. Any discussions which may take place between the Company and the Customer in connection with a request or recommendation before the authorisation of a resultant change shall be without prejudice to the rights of either party.
5. Any work undertaken by the Company which has not been authorised in advance for a change and which has not been otherwise agreed in accordance with the provisions of detailed above shall be undertaken entirely at the expense and liability of the Company.
1. Discussion between the Company and the Customer concerning a change shall result in any one of the following:
- no further action being taken;
- a request to change the requirements of the Services; or
- a recommendation to change the requirements of the Services.
2. Where a written request for an amendment to this Contract is received from the Customer, The Company shall, unless otherwise agreed, submit a Change Note (“CN”) to the Customer within one week of the date of the request. The costs and expenses incurred in connection with the CN shall be for The Company’s sole account and shall not be charged directly to the Customer, unless preparation of a CN involves more than 10 man days effort or unless, in aggregate, all CNs in any 12 month period involve more than 50 man days effort, in which case the The Company shall be entitled to charge its reasonable costs and expenses incurred in preparation of the CN.
3. A recommendation to amend this Contract by the Company shall be submitted as a CN direct to the Customer by The Company at the time of such recommendation.
4. Each CN shall contain:
- the title of the change;
- the originator and date of the request or recommendation for the change;
- the reason for the change;
- full details of the change including any specifications;
- the price, if any, of the change;
- a timetable for implementation together with any proposals for acceptance of the change;
- a schedule of payments if appropriate;
- details of the likely impact, if any, of the change on other aspects of the Services to be provided including:
- the personnel to be provided;
- the payment profile;
- working arrangements;
- other contractual issues; and
- the date of expiry of validity of the CN (which shall not be less than 3 months); and
- provisions for signature by The Company’s and the Customer respective Commercial Managers.
5. For each CN submitted, The Company shall, within the period of the validity of the CN:
- allocate a sequential number to the CN;
- evaluate the CN and, as appropriate;
- request further information;
- approve the CN; or
- notify the Customer of the rejection of the CN; and
- (where the CN is approved) arrange for two copies of an approved CN to be signed by or on behalf of The Company’s and the Customer respective Commercial Manager.
6. A CN signed by both parties shall constitute an amendment to this Contract pursuant to clause Error! Reference source not found. of the Terms.
7. the Customer’s requests for amendments to this Contract, and the Company’s recommendations to amend this Contract may be notified to the other party by email.