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PriceMaurice Limited terms and conditions for PC maintenance service agreement
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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
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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:
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- 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:
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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
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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.
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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
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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
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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.
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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.
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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.
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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.
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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.
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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.
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