ITXpress

 

TERMS AND CONDITIONS OF THE MAINTENANCE AGREEMENT

1. SUPPORT OPTIONS AND LEVELS: -

i. Option A = Monday to Friday 9am - 5pm (excluding Public Holidays)
ii. Option B = Monday to Saturday 9am - 5pm (excluding Public Holidays)
iii. Option C = 24 hours a day, 365 days a year (including Public Holidays)

iv. Level 1 = Business Critical faults - 2-hour response via remote or telephone, 8-hour onsite response, as appropriate, providing that services are included within Option chosen period

v. Level 2 = Urgent faults affecting general business productivity or individual users - next day response via remote or telephone, 2 days onsite response, as appropriate, within Option chosen period

vi. Level 3 = Non-Urgent issues or changes to the system, additional user setup, new e-mail, additional software - 3 days response via remote or telephone within Option chosen period

2. THE CUSTOMER AGREES: -

i. To pay the maintenance charges monthly in Advance in full to ITXpress UK Ltd. If at any time should the whole or any part thereof be in arrears for more than thirty days from the invoice date then the Company shall be entitled to suspend all services hereunder until payment is made to ITXpress UK Ltd.

ii. If the equipment is to be connected to British Telecom and or host ISP apparatus to comply with all British Telecom and or host ISP requirements and at the Customers expense to arrange the provision of any British Telecom equipment specially required for the customers purpose.

iii. To orally notify the Company as soon as practical of any fault in the equipment or any repair which may be necessary, such notification to be confirmed by e-mail and to provide the Company at all reasonable terms with access to the equipment and allow it to carry maintenance of the equipment under the terms of this contract.

iv. Not to maintain, service, repair, tamper or alter the equipment or software installed on it. In the event of requiring any alterations to the equipment or software to give the Company fourteen days written notice and should any alterations be affected by an agent not appointed by the Company to allow the Company the right of inspections of that work which should be carried out in accordance with the current “code of practice” and should the work be found to be unsatisfactory to remedy the defect within thirty days of inspection or pay the Company’s charges for effecting the remedy. Any breach of this condition may result in this Contract being terminated by the Company, if the Company so desires.

v. To pay any charge for reprogramming and or service visits as a result of a programming error by the customer.

vi. Not to assign the benefit of this Contract without previous written consent from the Company.

vii. In the event of hardware or software being provided to a Customer without financial consideration, the hardware shall remain on site for the duration of the maintenance agreement with the Company. If at any time the agreement with the company is terminated the Company will be afforded reasonable access to remove the hardware from the premises.

viii. Any hardware or software being utilised by the Customer onsite or offsite is the sole responsibility of the Customer and under no circumstance will the Company be held liable for any licensing or legally binding agreements enforced by any hardware or software vendor for the use of its product(s).

ix. The agreement shall start on the commencement date specified and shall continue for an initial period of 12 months and from that date and thereafter from year to year until terminated by notice in writing by either party to the other, such notice to be a minimum of 2 months. If notice is not received within the notice period, the contract will automatically renew for another year. If the contract is cancelled prematurely the remainder of the outstanding payments shall immediately become due for payment.

x. If the Customer fails to observe the provisions of this agreement, the Company may terminate with immediate effect by giving the Customer written notice and may retain the annual maintenance charge.

xi. To acknowledge and agree to the terms within our GDPR policy located on our website that is located at www.itxpress.co/info/data-protection

3. THE COMPANY AGREES: -

i. To maintain the equipment at the installation address in the schedule (or such other address as may be agreed in writing with the Company) in efficient working order and during the continuance of this Contract to execute by its servants, agents or contractors without charge all repairs and replacements to the equipment necessitated by fair wear and tear and or faulty workmanship and or faulty materials provided the Customer shall have duly notified the Company of such fault necessary repair in accordance with Section 2(iii) hereof. Provided however that the Company (without Prejudice to the terms and conditions of this Contract or the Customers liability for payment of maintenance charges) shall not be obliged to serve the equipment if any such maintenance charge is overdue.

ii. At the expense of the Customer to provide service where failure of the equipment is subsequently found to be due to improper operation or failure of British Telecom equipment and or host ISP systems and or electricity supply service or if any person not authorised by the Company to do so shall have tampered with the equipment.

iii. At the request and expense of the Customer. To carry out any alterations to the equipment, software or extension wiring in accordance with current “code of practice”.

iv. Upon receipt of fourteen days’ notice to allow the Customers appointed agents to carry out alterations to the equipment or extension wiring. Such alterations or extensions to be in accordance with current “code of practice”. The company reserves the right to inspect such work and if found to be unsatisfactory shall require the Customer to remedy the defect within thirty days of the inspection.

v. At the request of the Customer to move the equipment to alternative premises. If the Customers appointed agent moves the equipment we reserve the right to require for the provision of maintenance.

vi. During the period of this agreement, in consideration of the payment of the maintenance charge, the Company shall as soon as reasonably practical after notification in accordance with Section 2 provide a maintenance engineer to carry out work during normal business hours (see clause 2(iii)) any maintenance of and repairs and replacements to the equipment that may be reasonably requested by the Customer and shall carry out any maintenance repairs and replacements (including the provision of any necessary materials and spare parts and reprogramming of software which is not accessible to the Customer through normal operation procedures) as shall be necessary as a result of fair wear and tear arising from the proper installation of the equipment. All maintenance, repairs or replacements may be carried out at the premises where the equipment is installed or elsewhere at the option of the Company.

4. EXCLUSIONS TO THIS AGREEMENT: -
Maintenance service provided under this Contract does not include:

i. Any maintenance repairs, replacements or customer visits caused other than by fair wear and tear arising from the proper operation of the equipment or network may by carried out at the customers expense at the Company’s current charges.
ii. Electrical work external to the equipment such as power supply or maintenance of accessories, attachments, machines or other devices not furnished by the Company.
iii. Repair or damage resulting from accident, transportation, neglect or misuse, failure of electrical power, lightning strike on telephone lines.
iv. Furnishing supplies or accessories, painting or refinishing purchased Equipment or furnishing material therefore making specification changes or performing services connected with re-location of the equipment, or adding or removing accessories, attachments or other devices.
v. If the Customer or persons other than the Company field engineers shall perform maintenance or access any system, and as a result the Company field engineers are required to restore the equipment to good operating condition, such work will be carried out at the Company’s time and material rates and terms.
vi. Requires Overhauling or refurbishing of parts or electromechanical components.
vii. Replacement of tapes and other accessories.
viii. Repair of all extension wiring external to the building.
ix. Battery maintenance or replacement of batteries or individual cells.
x. Any work required as a result of Malware infection due to unauthorised access to Internet or electronic files outside the scope of usual business practises.

5. ACCESS TO EQUIPMENT: The Company shall have at all times reasonable access to the equipment to carry out its obligations hereunder.

6. FORCE MAJEURE: The company shall be under no liability for any delay in or failure to perform all or part of its obligations hereunder if such delay or failure shall be due to Act of God, strikes, lockouts, other Authority delays or defaults of suppliers, service providers and subcontractors and, without prejudice to the generality of the forgoing, any other causes beyond the reasonable control of the Company.

7. EQUIPMENT & SERVICE CHANGES: Changes to equipment specification, attachments or features, services and products, additional workstations, servers or phones may result in the adjustment of the Annual Maintenance Charge.

8. LIMITATIONS OF LIABILITY: -

The Company will accept liability for direct damage to property on the premises where the equipment is installed, only where this is caused by the negligence of the company or its employees provided that the Company shall under no circumstances be liable for any loss of business, profit or for any other consequential loss.

i. No action other than that for non-payment of any payments due to the Company hereunder, regardless of form, arising out of this agreement, may be bought by either party more than one year after the cause of action had occurred, except that an action for non-payment may be brought within [1] year of the date of last payment.

ii. Should the Customer be in default of payment for any invoice relating to any product or service provided by the Company, the Company reserves the right to withhold all products and services it provides to the Customer.

iii. The Company will not be liable for any loss of business suffered by the Customer or their agents resulting from any fault or breakdown.

10. NON-DISCLOSURE: -

i. On the understanding that both parties are interested in meeting to consider possible collaboration in developments arising from the Customer’s intellectual property it agreed that all information, whether written or otherwise, that is supplied in the course or as a result of so meeting shall be treated as confidential by the Company.
ii. The Company undertakes not to use the information for any purpose, other than for the purpose of considering the said collaboration, without obtaining the written agreement of the Customer.
iii. This Agreement applies to both technical and commercial information communicated by either party.
iv. This Agreement does not apply to any information in the public domain or which the Company can show was either already lawfully in their possession prior to its disclosure by the Customer or acquired without the involvement, either directly or indirectly, of the Customer.
v. Either party to this Agreement shall on request from the other return any documents or items connected with the disclosure and shall not retain any unauthorised likenesses.
vi. This Agreement, or the supply of information referred to in paragraph (i.), does not create any licence, title or interest in respect of any Intellectual Property Rights of the disclosing party.
vii. Under no circumstance from the date hereof each party shall be uphold the terms of this Agreement and its obligations.

11. JURISDICTION: This contract shall be governed for all purposes by the laws of the U.K.

12. ENTIRETY OF CONTRACT: This contract embodies the entire agreement between the parties and may only be amended in writing by duly authorised representative of the Company and/or the customer.

13. LIEN: Without prejudice to the Company's rights hereunder or arising otherwise howsoever, the Company reserves the right to exercise a lien over the Customer’s goods and/or property pending payment in full of all outstanding invoices.

14. BREAK OUT: Within the first 3 month of the date the agreement commences, should the customer decide that the company is not fulfilling the service levels set out, or if reasonable evidence is given to suggest it's services are deemed unsuitable, the customer may terminate this agreement by notice in writing, such notice to be a minimum of 1 month. Termination will require that the first 3 months of the contract are paid in full at the time notice is given.