THE MAINTENCE TERMS AND CONDITIONS
The Company undertakes to maintain the Equipment shown on the maintenance agreement subject to the following terms and conditions:
Maintenance Period
1. The Agreement shall commence on the Commencement Date shown on the contract for the period stated and shall be payable annually thereafter until terminated according to clause 7 below.
Charges
2. The maintenance charge for the initial period shall be the charge shown on the contract . Each year thereafter the annual maintenance charge shall be the current charges of the Company at the beginning of that year for the quantity and type of equipment installed. Any additional charges made for carrying out work not covered under this Agreement shall be made at the Company's current rate.
The Customer's Obligations
3.1 To ensure payment of the initial charge before the commencement date and to pay each annual maintenance charge thereafter before the commencement of that particular year. In the event that the annual maintenance charge remains unpaid at the renewal date, the Company may suspend the provision of maintenance services until the charge is paid. Non payment of the annual maintenance charge does not on its own constitute a termination of this Agreement as defined in clause 7 below.
3.2 To provide an environment suitable to the proper operation of the Equipment.
3.3 To notify the Company immediately of any fault or defect in the Equipment.
3.4 To give the Company and its agents unhindered access to the Equipment.
3.5 Not to permit the Equipment to be moved, interfered with or tampered with in any way. The Company may at its discretion rectify any damage caused by such moving, interference or tampering at the Customer's own expense.
3.6 Where the customer is covered by remote programming and diagnostics option, any necessary additional equipment provided by the Company shall be left on site for the duration of the contract option. If at any time the option is terminated, the Customer shall allow the Company access to remove the additional equipment.
3.7 To pay the Company's reasonable current charges for reprogramming the Equipment and to pay the Company's reasonable current charges for service visits necessitated through misoperation or programming error caused by any party other than the Company.
3.8 To pay the Company's reasonable current charges for remedying faults caused by neglect, misuse, failures or excessive variations in electrical power, excessive external electrical radiation, radio interference, unauthorised interference with the Equipment, accidental damage, lightning, flood, fire or causes other than ordinary use.
The Company's Obligations
4.1 During the period of this Agreement other than as specified in clause 3.1 above to maintain the Equipment and associated wiring in working order and to carry out without further charge all repairs and replacements to the Equipment made necessary by wear and tear in normal use. The Company will make reasonable efforts to respond as soon as possible to requests for maintenance.
4.2 The Company shall provide maintenance from Monday to Friday 9 am to 5 pm. (excluding Bank Holidays). All faults will be responded to and cleared within 2 working days unless agreed otherwise with the customer.
4.3 External overhead lines, poles and supports and underground cables are not covered by this Agreement. The Company will make every effort to repair faults in these items at the expense of the Customer.
4.4 The Company will provide service at the expense of the Customer where failure of the equipment is subsequently found to be caused by misoperation or failure of one of the following; Public Telephone Operator (e.g. BT or Cable & Wireless etc.) supplied equipment; host or subsidiary Private Branch Exchange equipment; the electricity supply service or tampering with the Equipment by any person not authorized to so do by the Company.
4.5 If the Company is of the opinion that a fault is due to a handset or peripheral item which can be exchanged by the Customer then the Company may, with the Customer's agreement, offer to provide a replacement item by an express shipment service for the Customer to fit the item.
Limitation of Liability
5.1 The Company will indemnify the Customer against liability for personal injury or death directly attributable to the negligence of the Company or its employees and against physical damage (but not the loss of any data) caused to the Customers' tangible property directly arising from the negligence of the Company or its employees in connection with the maintenance of the Equipment.
5.2 The Company's total liability to the Customer under the indemnities contained in clause 5.1 shall not exceed £250,000 for one or more related claims arising in any one 12 month period.
5.3 Subject to the provisions of clause 5.1 the Company shall not be liable for any loss, expense or damage of any kind (direct, indirect or consequential) and whether arising from negligence or otherwise in connection with the Company's maintenance of the Equipment or otherwise.
5.4 The Customer acknowledges that it is the Customer's responsibility to effect insurance cover in respect of all risks relating to the maintenance of the Equipment not covered by the indemnities in clause 5.1.
Termination
7. This Agreement may be terminated after the initial period stated overleaf by notice in writing given by either party to the other via registered post,, such notice to be a minimum of 90 days prior to the following anniversary date. Non payment of the annual charge does not on its own constitute termination by the Customer. This Agreement may be terminated forthwith by the Company if the Customer has failed to correct a significant breach of this Agreement within 14 days following written notification of the breach. Immediately upon the Company terminating this agreement, the customer shall pay to the Company: (a) All arrears in maintenance charges including apportioned charge for any period broken. (b) All maintenance charges which had the Company not terminated this agreement would have been paid by the Customer to the Company until the end of the maintenance period less discount for accelerated payment at the rate of 5% per annum.
Variations
8. 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 Company.
Force Majeure
9. The Company is not liable in any way for loss, damage or delay consequent upon any circumstances beyond its reasonable control.
Assignment
10. The Customer shall not assign the benefits of this Agreement without the prior written approval of the Company which shall not be unreasonably withheld.
Annual Review
11. The Company may at any time following the first anniversary date of the agreement and upon 30 days prior notice to the customer adjust the maintenance charge. Such adjustments shall not be made at intervals more frequently than one in any twelve month period.
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