Maintenance & Support Contract. T F helpdesk@centrix-uk.com

Transcription

1 T F helpdesk@centrix-uk.com 1

2 Centrix Limited Winchfield Lodge Old Potbridge Road Winchfield Hampshire RG27 8BT T F helpdesk@centrix-uk.com Customer Name: Support Contract Number: Company Name: Address: Contact Name: Address: Company Name: Address: Contact Name: Address: Customer Details Invoice and administration address Telephone: Title: Installation address (if different) Telephone: Title: Commencement and Duration Service shall commence on: The Minimum Term of this Agreement is: NB: Clause 6 of the Terms and Conditions relates to the automatic renewal of the Agreement. Costs Service Level Agreed: 1 st Year: Additional Years: Please refer to the Maintenance Service Matrix on page 3 for description of the Service Level. Centrix shall provide the Service and the charges stated herein which the Customer shall pay in accordance with the Terms and Conditions. This Agreement becomes effective upon signature below by a duly authorised Centrix signatory following signature below by a duly authorised Customer signatory. Name: Position: Date: Name: Position: Date: Signed for and on behalf of the Customer Signature: Signed for and on behalf of Centrix Signature: Company Registered in England No VAT No Commercial and in Confidence

3 Equipment Details The System for which the Service shall be provided is described below. This list of equipment comprises all of the items covered under this Agreement; if it is not listed below it is not covered. Certain items are specifically excluded and these are referred to in Clause 5 of the Terms and Conditions. System Type: Software Level: Item The System comprises the following items of equipment Quantity NB1: Please record serial numbers here if appropriate. NB2: If listed, the term extensions shall exclude telephone instruments. Wiring connected to the Call Routing Apparatus, plain ordinary telephones (POT) and headsets are excluded. Maintenance Service Matrix Prompt Total 5 days Monday Friday 4 working hour response 7 days 24 Hour 7 Days 4 hour response Company Registered in England No VAT No Commercial and in Confidence

4 Terms & Conditions Page 1 of 2 Centrix Limited Winchfield Lodge Old Potbridge Road Winchfield Hampshire RG27 8BT T F helpdesk@centrix-uk.com 1. Maintenance Service - Definition 1.1 Routine maintenance and periodic inspection shall be performed in accordance with Centrix s current procedures and the manufacturer s recommendations, as appropriate. 1.2 All faults on the System resulting from fair wear and tear shall be corrected in accordance with the appropriate Class of Service. Centrix shall use all reasonable endeavours to respond, including by remote means and by providing advice, within the time associated with the Class of Service/Maintenance Service Matrix specified on page 3. Following such response, Centrix shall provide a solution to faults on the system without unreasonable delay, by assisting the Customer by providing advice, implementing remedial action through remote means, or arranging for a replacement of all or part of the System with repaired equipment, delivered to the Customer without a visit by Centrix engineer if such equipment is suitable for fitment by the Customer. 1.3 Where replacement parts are provided by Centrix, the parts removed shall become the property of Centrix. Where the cause of equipment failure has been diagnosed as lightning damage, fire or flood, Centrix shall hold the faulty items in storage for a period of three months. 1.4 Where the cause of a problem with the System is proved to be a System software fault, Centrix will install a patch fix or implement an avoidance procedure. 1.5 Centrix may, at any time, substitute a later release of System software which will incorporate corrections in lieu of patch fixes on earlier releases. Later releases providing unchanged features and facilities shall be provided free of charge. 1.6 If the Customer requests Centrix to incorporate new features and/or facilities, a charge shall be made based on the licence fee for the new release. 1.7 Any modifications or additions to the System necessary to provide compatibility with a later release of System software shall be undertaken by Centrix and a charge made based on the equipment supplied and the work completed. If reconfiguration implementation and associated work is required, a charge will also be made on the same basis. 1.8 Later releases of System software may create differences due to changes in features and facilities available and Centrix shall use all reasonable endeavours to minimise such differences and to advise the Customer of known differences prior to implementation. In no event shall Centrix be held responsible for operational difficulties caused by the integration of later releases of System software with third party supplied equipment. 1.9 Replacement System software is provided under a non-exclusive and non-transferable licence for use with the System and only for the purpose for which System software is supplied Centrix shall undertake the repair of wiring connected to the Call Routing Apparatus, and the repair or replacement of equipment relating to standby power supplies including rectifiers, batteries and Uninterruptable Power Supplies (UPS) in accordance with the manufacturer s recommendations as appropriate, at additional charge to the Customer If so requested by the Customer, Centrix shall provide service outside the Customer s Service hours at additional charge, either by continuing work beyond the Customer s Service hours or by commencing work outside such hours Where the Customer requires Centrix to respond to a report relating to a fault which is known not to be included in the Charge at the time of reporting, Centrix shall provide the service as described as Standard 5 Service on page 3. Where the Customer requires Centrix to respond to a reported fault outside the Customer s Service hours, Centrix shall provide the service described on page 5 whether or not the fault is included in the Charge. Where such service provided by Centrix under this clause falls outside the Charge, such service will be charged to the Customer in accordance with clause 1.7 herein. A response is defined as the moment the call is logged onto Centrix s Call Logging System or at the point when the engineer responds to the customer via or telephone Clause 5 of the Terms and Conditions describes the exclusions from the Service. It is probable that Centrix is prepared to undertake the work at additional charge to the Customer, based on Centrix s rates applicable at the time of work, subject to receipt of the Customer s authorised purchase order In the event of a fault occurring which cannot be attributed with certainty to the equipment comprising the System, the Customer may report the fault to Centrix. If the fault proves not to be with the System, Centrix reserves the right to make an additional charge for the work undertaken in response to the report (as specified in Clause 5) In the case of voice over IP ( VOIP ) installations, Centrix will be responsible for diagnosing faults from the Centrix supplied Communications Server to the External Device Connection Port on that server, Centrix will also be responsible for any Centrix supplied Power Over Ethernet units from the port connecting to the customers LAN to the port connecting to the customers cabling infrastructure. Centrix will also maintain the IP Hardphone, if the customer has chosen this option. Therefore the customer owned LAN and associated hardware together with the cabling infrastructure from Patch Panel to Floor Outlet will be the customers responsibility. The response times for the Centrix maintained equipment will be as specified on page 3 of this agreement. 1. Customer s Responsibilities 1.1 The Customer shall ensure that the environmental conditions at the site of the System comply with the requirements from time to time of Centrix, the Network Operator and any other approved authority. 1.2 Ensure that Centrix engineers have full, free and timely access to the System and log book. 1.3 Provide adequate working and storage space, and such other facilities as Centrix s staff may reasonably require, and observe any common law or statutory requirements relating to health and safety at work. 1.4 Maintain all records required by Telecommunications Services Licence (TSL) or Self-Provision Licence (SPL) as issued from time to time by the Department of Trade and Industry, and making such records available to Centrix. 1.5 Comply with all statutory requirements concerning the use of the System. 1.6 Obtain and pay for all licences necessary for operation of the System 1.7 Prevent anyone other that Centrix s staff from altering, adjusting or otherwise interfering with the System or any equipment belonging to Centrix without Centrix s prior written consent. 1.8 Ensure that all drawings, sketches and information supplied to Centrix upon which Centrix shall rely are sufficiently accurate and factual for Centrix s purposes. 1.9 Maintain all consents necessary for access, delivery, installation, siting and maintenance of Disaster Recovery equipment, if applicable, and to provide, without charge, power and other facilities reasonably required by Centrix Ensure that the network connection point is undamaged and accessible to Centrix and repair any damage preventing the connection of Disaster Recovery equipment if applicable Provide Centrix with a documented shelf map and System software dump, if the Service includes Disaster Recovery Like for Like replacement, and advising Centrix of any changes thereto The Customer hereby indemnifies and shall keep indemnified Centrix against any claims arising against Centrix due to the Customer permitting the System to be altered, adjusted or interfered with by other than Centrix authorised engineers, or due to Centrix being unable to keep the System in good working order due to causes within the control of the Customer. 2. Centrix s Warranty 2.1 Centrix shall exercise all reasonable skill and care in the provision of the Service and shall comply with all regulatory requirements of an Approved Maintainer of Call Routing Apparatus. The Service shall be provided by competent personnel in a professional manner in accordance with best industry practice. 3. Limitation of Liability 3.1 Save where expressly provided otherwise, Centrix s aggregate liability for breach of its warranty during the entire term of this Agreement in respect of the Service, and arising from any cause whatsoever, shall be limited to the greater of 5,000 or one year s Charge relating to that element of the Service at fault, applicable at the date the liability arises. 3.2 Centrix s liability for direct damage to the property of the Customer arising from any cause whatsoever shall not exceed 1,000,000 in respect of one incident or 2,000,000 in respect of any series of incidents arising from a common cause in a twelve month period. 3.3 Subject to sub-clause 3.4, Centrix shall not be liable in contract, tort, delict or otherwise for loss (direct or indirect) of profits, business, anticipated savings, loss of data or software programs, or for any indirect or consequential loss arising from any cause whatsoever. 3.4 Centrix does not exclude or restrict liability for death or personal injury due to its negligence or liability arising under Part 1 of the Consumer Protection Act Each provision of this clause shall survive independently and Centrix s entire liability under and in connection with this Agreement is set out in this clause. All other terms implied by statute, law or custom are excluded.

5 Terms & Conditions Page 2 of 2 Centrix Limited Winchfield Lodge Old Potbridge Road Winchfield Hampshire RG27 8BT T F helpdesk@centrix-uk.com Centrix shall not be liable for the failure to provide the Service if the failure results from any force majeure event (whether happening in the United Kingdom or elsewhere), such as, but not limited to, Act of God, refusal of licence or other Government act, fire, explosion, accident, lightning damage, electromagnetic interference, radio interference, industrial dispute, failure on the part of Centrix s supplier/s, or any cause beyond Centrix s reasonable control. 4. Charges, Adjustment and Payment 4.1 The Charge for the Service, exclusive of VAT and such other UK taxes as may be payable on the supply of equipment and services from time to time, is specified on page 2. It is payable annually in advance and the time for payment shall be of the essence of the Agreement. 4.2 Centrix may adjust the Charge effective at any time following expiry of the first year of the Service. However, this shall not occur more frequently than once in any twelve month period. Adjustments shall be made annually in line with the current Retail Price Index with a minimum increase of 3%. All Items, during the twelve months preceding the date of such notice. 4.3 The Charge may be adjusted in the event that the class of Service provided for the System is changed by agreement, or any changes are made to the requirements of the Network Operator affecting the provision of the Service, or revised software is installed in the System, or the software installed in the System is no longer a current release, or the System is extended by the addition of further hardware or software. In any such event, the Charge may be amended immediately in accordance with Centrix s then current charges. 4.4 Any additional charge, for example, as a result of work described in clause 5, shall be payable in accordance with the terms specified in the relevant Centrix invoice. 4.5 Should any sum due for payment be in arrears for fifteen days or more, Centrix shall be under no obligation to provide the Service, and any additional charges incurred as a result of the delay in carrying out the Service shall be paid by the Customer. 4.6 Any payment due to Centrix under this Agreement which is fifteen days or more overdue shall bear interest on a day to day basis at the rate of 4% over the Base Lending Rate of the National Westminster Bank, from due date until the date payment is received, until and following any court judgement. Moneys received may be applied to Centrix against such interest prior to application against other moneys due from the Customer. 5. Costs Not Included In The Charge 5.1 Centrix may make additional changes at its current rates for costs not included in the Charge, being these costs relating to: equipment not listed on page any failure of wiring connected to the Call Routing Apparatus (the work shall be undertaken at additional charge), plain ordinary telephones (POT), or headsets; lightning damage and damage caused by electromagnetic interference; accidental or deliberate damage, misuse, negligence or failure to observe Centrix s recommendations or those of the Network Operator or other relevant authority; causes external to the System such as those resulting from any failure or fluctuation of the electricity supply or air conditioning; any defect or failure in the Public Telecommunications Network; any fault which is not the result of fair wear and tear moves and changes required by the Customer; meeting a change in the requirements or practices of the Network Operator or other relevant authority; replacement of consumable materials, including printer ribbons, paper and cassettes; loss of Customer-generated software programmes responding to a fault report when the System proves not to be faulty, for example, where no fault exists or the fault is with the Network or equipment maintained by others; Maintenance Acceptance Tests (MAT) which Centrix reserves the right to perform prior to accepting the System for maintenance, or Network Connection Procedures (NCP) requested by the Customer, or network operator s charges relating to Disaster Recovery equipment; errors in information supplied by the Customer upon which Centrix has placed reliance; repair or replacement necessary to allow use of Disaster Recovery equipment; faults existing at the time of Service commencement except where covered by Centrix warranty; repair or replacement of equipment relating to standby power supplies including rectifiers, batteries and Uninterruptable power supplies (UPS), such work to be undertaken at additional charge; work covered by this Agreement and included within the Charges but taking longer or attracting additional costs as a result of any of the causes in sub-clauses to inclusive. 6. Term of Agreement, Default and Termination 6.1 This Agreement shall continue for the minimum term specified on page 2, and shall renew automatically on an annual basis thereafter. Either party may terminate this Agreement on expiry of the minimum term or on expiry of any subsequent full year of service, subject to at least 42 days written notice to the other party in either case. 6.2 If the Customer seeks to terminate this Agreement other than in accordance with sub clause 6.1 or other relevant clauses of this Agreement, and Centrix accepts such termination, the Customer shall pay to Centrix all payments then accrued due for the Service up to the date of termination, plus 75% of the Charge for the remainder of the then current year of the Agreement, plus 75% of the Charge for the next year of the minimum term of the Agreement, plus 25% of the Charge per annum for any remaining unexpired portion of the minimum term. This calculation shall also be applied to an individual element of the Charge should the Customer wish to discontinue only part or parts of the Service, for example, by reducing the equipment covered. This sum shall be payable as liquidated damages as an agreed estimate of Centrix s probable loss. 6.3 If either party commits any breach of this Agreement and fails to remedy it promptly on receiving written notice from the other party or suffers distress or execution or commits an act of bankruptcy or goes into liquidation (except for amalgamation or reconstruction), or if it enters into an arrangement or composition with creditors or if a receiver or manager is appointed over any part of its business or it is unable to pay its debts, or, in the case of a Partnership, any of the partners is declared bankrupt or is unable to pay his debts, it shall constitute a repudiation by that party of its obligations under this Agreement, and at any time thereafter the other party may, by written notice, suspend performance of or terminate this Agreement. 6.4 If, after seven years from the date on which the System was originally brought into service, Centrix reasonably forms the opinion that the Service can no longer be provided economically, Centrix shall notify the Customer of the options which it considers are available. Should Centrix and the Customer fail to agree on a course of action, Centrix shall be entitled to terminate the Agreement on 42 days written notice. It should be noted that systems or any component parts of the system that are subject to an End of Sale notification by the manufacturer are covered on a best endeavours basis. 7. General Conditions 7.1 This Agreement shall be governed by English Law and be subject to the jurisdiction of the English Courts. 7.2 If any provision of this Agreement in unenforceable, the other provisions of this Agreement shall remain in force. 7.3 This Agreement, together with any authorised variations attached hereto, comprises the entire agreement between the parties. 7.4 No amendments to this Agreement shall be effective or binding unless they are in writing and signed by a duly authorised representative of Centrix. 7.5 Rights accrued at the date of any termination of this Agreement and rights intended by their nature to survive termination shall survive any such termination. 7.6 Failure by either party to enforce or exercise any right under this Agreement shall not amount to a waiver or bar to enforcement of that right. 7.7 Clause headings shall not affect legal interpretation of this Agreement. 7.8 The Customer shall not assign license, transfer or sub-contract its rights or obligations under this Agreement without the prior written consent of Centrix. Neither party shall disclose any information relating to this Agreement without the express consent of the other party whether this Agreement continues in force or not. 7.9 Centrix may at any time record all conversations placed with to the call dispatch and customer service centre For the duration of this Agreement and for one year following its termination, the customer shall not employ Centrix staff who have provided services to the Customer under this Agreement These Terms and Conditions shall prevail over any proposed by the Customer or implied by trade custom or practice.

6 Direct Debit Centrix Limited Winchfield Lodge Old Potbridge Road Winchfield Hampshire RG27 8BT T F Centrix Limited Winchfield Lodge Old Potbridge info@centrix-uk.com Road Winchfield Hampshire RG27 8BT T F helpdesk@centrix-uk.com Instruction to your Bank or Building Society to pay by Direct Debit Please fill in the whole form including official use box using ball point pen and send to: Centrix Ltd., Old Potbridge Road,Winchfield, Hampshire RG27 8BT Name and full postal address of your Bank or Building Society To:The Manager Address Name(s) of Account Holder(s) Postcode Bank/Building Society Originator s Identification Number FOR CENTRIX LIMITED OFFICIAL USE ONLY This is not part of the instruction to your Bank or Building Society. Ref: Centrix Ltd. Bank/Building Society account number Branch Sort Code Reference Number Instruction to your Bank or Building Society Please pay Centrix Ltd. Direct Debits from the account detailed in this Instruction subject to the safeguards assured by the Direct Debit Guarantee. I understand that this Instruction may remain with Centrix Ltd. and, if so, details will be passed electronically to my Bank/Building Society. Signature(s) Date Banks and Building Societies may not accept Direct Debit Instructions for some type of accounts This guarantee should be detached and retained by the Payer. The Direct Debit Guarantee This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit Scheme. The efficiency and security of the Scheme is monitored and protected by your own Bank or Building Society. If the amounts to be paid or the payment dates change Centrix Ltd. will notify you 10 working days in advance of your account being debited or as otherwise agreed. If an error is made by Centrix Ltd. or your Bank or Building Society, you are guaranteed a full and immediate refund from your branch of the amount paid. You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us. 6