This agreement shall start on the commencement date specified on the support schedule supplied and shall continue thereafter for the minimum term as stated on the face of the schedule and thereafter from year to year (each year starting on the anniversary of the commencement date until terminated in writing by either party to the other, such notice to be a minimum of 90 days prior to the next anniversary of the commencement date. Such notice shall be deemed to be received within a week of being posted by recorded delivery to the last known address of the party to whom it is given.
The annual support charge for the initial current period of twelve months shall be the charge specified on the schedule. For each subsequent year during the continuation of this agreement the annual support charge shall increase by 5%.The annual support charge for each year during which this Agreement continues shall be paid before the date on which that year begins together with any applicable VAT or tax.
If notice is given as above before the expiry of the minimum term shown then payment is due for the sum of the annual amounts up to the expiry date of the minimum term.
If notice is given as above after the expiry date of the minimum term shown then payment is due up to the end of the current year of cover. If notice is not given as above and the contract is still before the last year of the minimum term then payment is due for the sum of the annual amounts up to the expiry date of the minimum term.
If notice is not given as above and the contract is either in the last year or after the minimum term of the contract then payment is due up to the anniversary of the following year of cover.
During the period of agreement, in consideration of the payment of the support charge, the Maintainer shall as soon as is reasonably practicable after notification in accordance with paragraph 4 below provide a support engineer to carry out during it’s normal business hours any support of and repairs and replacements to the Equipment that may be reasonably requested by the Customer and shall carry out free of any extra charge any support repairs and replacements (including the provision of any necessary materials and spare parts) as shall be necessary as a result of fair wear and tear arising from the proper operation of the Equipment. Any support repairs or replacements or customers visits caused other than by fair wear and tear may be carried out at the customer’ expense at the maintainer’s current charges. The response times for these faults will not be guided by the service level shown on the schedule. All support, repairs or replacements may be carried out at the premises where the Equipment is installed or elsewhere at the option of the Maintainer.
This agreement does not cover the following items unless they are specifically detailed in the Equipment section on the schedule.
General moves and changes to a maximum of 12 events during the period of this Contract are covered under this contract providing the changes can be effected remotely, additional changes will be charged at the Maintainers current rates. Extensive system re-programming, and/or extensive software re-programming inc VM Pro or Call Logging fall outside this general support contract and may be charged at the Maintainers current charges.
All alterations to apparatus and extensions to wiring (including removal and reinstallation to a new site) shall be carried out by the Maintainer or have the Maintainers express and written approval.
Any alterations to Equipment and wiring shall be notified to the Maintainer within 14 working days of the commencement of the works.
The Maintainer may adjust the Annual Support Charge if the Equipment is altered or added to.
The Customer shall notify the maintainer either orally by calling 08448 11 22 22 or in writing by email to firstname.lastname@example.org as soon as possible of any fault in the Equipment or of any work or support that may be necessary. The Maintainer may at its option repair at its current charges faults or damage that have arisen because of the failure of the Customer to notify the Maintainer promptly.
The Customer shall not allow the Equipment to be moved, interfered with or tampered with and shall at all times comply with all reasonable advice given by the Maintainer in relation to the operation and care of the equipment. The Maintainer may at it’s current charges faults or damage that have been caused by such moving, interference or tampering or by any failure from the Customer to comply with the Maintainer’s directions.
Should any support, repair, replacement, alteration or addition be made to the Equipment other than the Maintainer or it’s authorised installer, the Maintainer may terminate the Agreement with immediate effect by giving the Customer written notice and may retain the Annual Support Charge.
The Customer shall at it’s expense comply with all statutory requirements, bylaws, obligations, regulations, recommendations or instructions relating to the use or testing of the Equipment. The Customer shall obtain and pay for any such licenses, wayleaves, suitable private wires, jack sockets or any other items necessary for the operation of the Equipment. Suitable electronics supplies where needed shall be provided and maintained by the Customer at it’s expense.
The Customer shall give the Maintainer and it’s representatives unhindered access to the Equipment and shall at it’s expense make available mains electric supply and any other facilities and co-operation as may be necessary for the proper and prompt support or repair of the equipment under this Agreement.
The Customer shall maintain an environment suitable to support efficient operation of the Equipment. The Customer is responsible for any damage caused by electrical surges.
If the Customer fails to observe the provisions of this agreement, the Maintainer may terminate it with immediate effect by giving the Customer written notice and may retain the Annual Support Charge.
The Customer shall be liable for any costs relating to telephone calls, malicious or otherwise made through the telephone system either from within the Customer’s premises or via an external source getting access and dialing out.
The Customer shall ensure that where required, remote access to and remote control of any equipment or software covered under this contract is available to the Maintainer at all times.
The Maintainer will indemnify the Customer:
I. (Where the UK Unfair Contract Terms Act 1977 applies to this Agreement) against liability for personal injury or death directly attributable to the Maintainer; and
II. against physical damage (but not loss space of data) caused to the Customer’s tangible property directly arising from the negligence of the Maintainer’s support of the equipment
The Maintainer’s total liability to the Customer under the indemnities contained in this paragraph 5 shall not exceed ten times the Annual Support Charge for one or more related items in any one 12 month period.
Subject to the provisions of this paragraph 5 the Maintainer shall not be liable to the Customer for any loss, expense or damage of any kind (direct, indirect or consequential and whether arising from negligence or otherwise) in connection with the Maintainer’s support of the Equipment or otherwise.
The Customer acknowledges that it is their responsibility to effect insurance cover in all respect of all risks relating to the support of the Equipment not covered by the indemnity in paragraph 5.
This agreement shall in all respects be governed by English Law. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.
Any proceedings arising out of or in connection with this agreement may be brought in any court of competent jurisdiction in Leeds.
The submission by the parties to such jurisdiction shall not limit the right of the Maintainer to commence any proceedings arising out of this Agreement in any other jurisdiction it may consider appropriate.
Any notice of proceedings or other such notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be on party in accordance with clause1 (a) above.
In the event that the Customer is resident outside England it’s address for service in England shall be such service nominated in this Agreement and any time limits in any proceedings shall not be extended by virtue only, of the foreign residence of the Customer.
The construction of this Agreement is not to be affected by any heading.
Reference to the plural shall include the singular and vice versa.
This agreement constitutes the entire agreement between the parties and there are no agreements or understandings between them other than those set out herein.
Any variation to this agreement shall only be binding if it is recorded in a document signed by an authorised representative of the Maintainer.
Failure by the Maintainer to exercise any of it’s rights hereunder shall not constitute or be deemed to be a waiver or forfeiture of such rights. Any express or implied waiver by the Maintainer of any term or condition of this Agreement or of any breach or default by the Customer may be terminated by the Maintainer at any time. No such waiver shall constitute a continuing waiver, nor shall it prevent the Maintainer from acting upon that or any subsequent breach or default or condition of this Agreement.
The Maintainer shall not be liable in any way for loss, damage or delay consequent upon any circumstances beyond it’s reasonable control.
ASSIGNMENT AND TRANSFER
The Customer may not assign the benefit of this Agreement or transfer, delegate or sub-contract any of its duties or obligations without the prior written consent of the Maintainer.
Logical Focus Ltd t/a Logical Telecom, Oak House, Oak Mills, Topcliffe Lane, Morley, Leeds. LS27 0HL Tel: 03448 112200