PriceMaurice Limited terms and conditions for PC maintenance service agreement

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings:

1.1.1 "the Price" means the sums to be paid by the Client to the Supplier as specified in Schedule 3 in consideration of the performance of the Project;

1.1.2 "the Project" means the System Service support;

1.2 The Schedules form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the Schedules.

1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

2 INTRODUCTION

2.1 The Supplier is engaged in business as a Computer Hardware and Network specialist and has agreed to supply ongoing System Service support for the Client upon the following terms and conditions.

3 DUTIES OF SUPPLIER

3.1 In consideration of the payment by the Client of the Price and subject to the terms and conditions of this Agreement, the Supplier agrees:

3.1.1 to provide an on-call support system [ ] as set out in the Specification contained in Schedule 1 to this Agreement;

3.1.2 respond to a request for support from the Client [ ] within a time frame as set out in the Specification contained in Schedule 1 of this Agreement;

3.1.3 accept a request for support from the Client in the form of a telephone call or telephone message to the registered offices of the Supplier or by email received at info@pricemaurice.com

3.1.4 to invoice the Client for work carried out by the hour or part thereof (“Hourly Rate”) as set out in the Specification contained in Schedule 1 of this Agreement;

4 DUTIES OF CUSTOMER

4.1 The Client shall request support from the Supplier by a telephone call or telephone message to the registered offices of the Supplier or by email received at info@pricemaurice.com with a brief description of the problem being experienced and any steps already taken by the Client to remedy the problem.

5 PROJECT MANAGEMENT

5.1 The Supplier shall nominate a Support Manager as set out in Schedule 3 to this Agreement who shall be available to respond to the Client’s enquiries and who shall manage the Project upon the terms of this clause. The Support Manager shall act promptly and fairly at all times during the term of this Agreement and in particular shall:

5.1.1 contribute as many hours or days of work as are required from time to time for the needs of the Project; and

5.1.2 keep detailed records of all work carried out in relation to the Project by him or any other employee or agent of the Supplier, such records or copies thereof to be made available to the Client on request and to remain confidential to the Supplier and the Client.

5.2 The Client shall nominate a Technical Co-ordinator as set out in Schedule 3 to this Agreement who shall be available to co-ordinate with the Support Manager and who shall provide all information and documentation required by the Supplier for the proper performance of the Project.

5.3 If the Support Manager or the Technical Co-ordinator is prevented by illness or injury from performing his duties under this Agreement, the Supplier or the Customer (as the case may be) shall make available an alternative suitably qualified and experienced replacement.

5.4 The Supplier shall be entitled to procure the services of any other persons with suitable skills and experience as are necessary from time to time in order to complete the Project requirements.

6 ALTERATIONS

6.1 The Client may at any time request alterations to the Specification by notice in writing to the Supplier.

6.2 On receipt of the request for alteration the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of the alteration, if any, on the Price, the System Service level, Response Times and any other terms already agreed between the parties.

6.3 Where the Supplier gives written notice to the Client agreeing to perform an alteration on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice, advise the Supplier by notice in writing whether or not he wishes the alteration to proceed.

6.4 Where the Supplier gives written notice to the Client agreeing to perform an alteration on terms different to those already agreed between the parties, and the Client confirms in writing that he wishes the alteration to proceed on those terms, this Agreement shall be deemed automatically to have been amended so as to include the alteration and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

7 PRICE AND PAYMENT

7.1 In consideration of the performance of the Project the Client shall pay the Supplier the Price according to the Terms of Payment as specified in Schedule 2 to this Agreement. The Price is exclusive of VAT and shall not be subject to any adjustment or increase except as agreed in accordance with Clause 6.

7.2 The Client shall make payment to the Supplier for the [ ] monthly in advance, all payments to be made in pounds sterling and in the manner specified in Schedule 2. Payment by the Client of any sum under this Agreement shall be without prejudice to any claims or rights the Client may have against the Supplier and shall not constitute any admission by the Client as to the performance by the Supplier of his obligations under this Agreement.

7.3 The Client shall make payment to the Supplier within 30 working days of receipt of an invoice of work carried out at the Hourly Rate from the Supplier, all payments to be made in pounds sterling and in the manner specified in Schedule 2. Payment by the Client of any sum under this Agreement shall be without prejudice to any claims or rights the Client may have against the Supplier and shall not constitute any admission by the Client as to the performance by the Supplier of his obligations under this Agreement.

7.4 The Supplier reserves the right to alter the Supplier’s price list at any time but such alteration shall only take effect two months after notice has been given to the Client.

8 WARRANTIES

8.1 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, save for the statutorily implied terms as to title.

9 LIMITATION OF LIABILITY

9.1 Nothing in these terms and conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

9.2 The entire liability of the Supplier to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the Price paid by the Client under this Agreement.

9.3 In no event shall the Supplier be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Client incurring such a loss.

10 TERMINATION

10.1 The Supplier shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.

10.2 The Supplier shall have the right to terminate this Agreement by providing the Client with 2 months notice in writing.

10.3 The Client shall have the right to terminate this Agreement by providing the Supplier with 2 months notice in writing.

10.4 Either party may terminate this Agreement forthwith by notice in writing to the other if:

10.4.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

10.4.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or

10.4.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

10.4.4 the other party ceases to carry on its business or substantially the whole of its business; or

10.4.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10.5 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

11 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

12 ASSIGNMENT

Neither party shall be entitled to assign or otherwise transfer this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

13 SEVERANCE

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

14 NOTICES

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

15 ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

16 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of these courts.