This
is a sample agreement to provide consultancy & technical support,
entered into by Neil S Bapty B.Sc(Hons), of .........................,
herein referred to as NSB and :-
No
Body
herein referred to as the Customer.
Commencement
Date -
1.
DEFINITIONS
In
this Agreement, unless the context otherwise requires, the following
expressions shall have the following meanings:-
"the Systems" means the systems specified in this
Agreement in Schedule B and such additions and variations to
such systems as may be approved in writing by NSB for inclusion
in the Agreement.
"the Customers Premises" means the Customer's premises
at which the systems are installed as specified in this Agreement
in Schedule A.
"the Commencement Date" means the date on which this
Agreement shall become effective as specified above.
"the Initial Period" means the twelve months from
the Commencement Date.
"the Monthly Charge" means the monthly charge referred
to in Clause 3.1 of these conditions and specified in Schedule
F.
2.
DURATION
This
Agreement shall commence on the Commencement Date and shall
continue for the Initial Period and shall remain in force thereafter
unless or until terminated by either party giving to the other
not less than ninety days written notice of termination on the
last day of the Initial Period or on the last day of any calendar
month thereafter (but subject to the provisions for earlier
termination contained in Clauses 3.1 and 10.1 of these conditions)
or until superseded by a future agreement which includes the
support of the system covered by this agreement and such additional
equipment as may be agreed by NSB.
3.
CHARGES
3.1
The Customer shall pay NSB a fixed Monthly Charge in advance
for each month of this Agreement. For the Initial Period the
Monthly Charge shall be the amount specified in this Agreement
in Schedule F. NSB shall be entitled to increase the Monthly
Charge for any subsequent year or years of this Agreement after
the Initial Period by giving to the Customer prior written notice
of such increase, as detailed in Schedule F. Where such notice
is given the Customer shall have the right to terminate this
Agreement by giving NSB written notice of termination within
thirty days of the date of NSB's notice of increase (time being
of the essence in this respect).
3.2 The Customer will pay
for all work at the scale of charges for the time being in force
detailed in Schedule G - Other Charges.
3.3 NSB shall be entitled
to charge the Customer at NSB's standard rate of charges for
the time being for any site visits or other additional work
caused by the Customer's failure to comply with its obligations
under this Agreement.
3.4 The Monthly Charge and
any additional charges payable under this Agreement are exclusive
of Value Added Tax which shall be paid by the Customer at the
rate and in the manner for the time being prescribed by law.
3.5 Any charges payable
by the Customer in addition to the Monthly Charge shall be paid
within seven days after receipt of NSB's invoice therefor.
3.6 If any sum payable under
this Agreement is not paid within seven days after the due date
then (without prejudice to NSB's other rights and remedies)
NSB reserves the right to charge interest on such sum on a day
to day basis (as well after as before any judgment) from the
due date to the date of payment (both dates inclusive) at the
rate of Two per centum per annum above the base lending rate
of the National Westminster Bank Plc for the time being in force.
3.7 The customer shall be
entitled to vary the contract level, as illustrated in Schedule
F, by giving a minimum of 90 days notice
4.
SERVICES TO BE PROVIDED BY NSB
4.1
During the continuance of this Agreement NSB shall at the Customer
request:-
(a) subject to the Customer having the necessary connected dial-up
modems, NSB will provide a remote diagnosis service during "Office"
hours.
(b) at the Customer's request NSB will visit the Customer's
Premises to diagnose the nature and cause of faults or malfunctions
and will advise as to the repair or replacement of faulty equipment.
(c) advise as to the selection, and procurement of new equipment
or software.
4.2 Provide additional services
as specified in Schedule D.
5. EXCLUDED SERVICES
The
following are not covered by this Agreement:-
5.1 Service other than at
the Customer's Premises specified in Schedule A.
5.2 Consultancy services
outside the scope of the services described in Clause 4 of these
Conditions.
5.3 The repair or replacement
of any hardware.
6.
AVAILABILITY
NSB
agrees to be available a minimum of 330 days per year, subject
to bookings, and will notify clients in writing of any period
of unavailability greater than 3 working days.
7. CUSTOMER'S RESPONSIBILITIES
During
the continuance of this Agreement the Customer shall:-
7.1 Provide NSB free of
charge with adequate working space and facilities to enable
NSB to carry out his duties under this Agreement.
7.2 Make available to NSB
free of charge such programs operating manuals and other technical
information regarding the System as may be necessary to enable
NSB to perform his duties under this Agreement and if requested
by NSB to provide staff familiar with the Customer's programs
and operations to co-operate with NSB in the diagnosis of any
fault or malfunction in the System.
7.3 Keep full security copies
of the Customer's programs data bases and computer records in
accordance with the best computer practice.
7.4 At the Customer's expense
provide at the Customer's Premises such dial-up modems and other
telecommunications facilities as may be reasonable requested
by NSB for testing and diagnostic purposes, detailed in Schedule
C.
7.5 Provide NSB free of
charge parking facilities, where such parking facilities can
reasonable be provided, or are provided to partners, directors,
or employees of the customer.
7.6 Comply with specific
provisions detailed in Schedule C.
8. LIABILITY
8.1
NSB shall indemnify the Customer against any personal injury
to or death of any person caused by the negligence of NSB whilst
acting in the course of his duties.
8.2 Subject to Clauses 8.1
but notwithstanding anything else contained in this Agreement
NSB shall not be liable to the Customer for any direct, indirect
incidental or consequential loss or damage suffered by the Customer
whether arising from negligence breach of contract or otherwise
(including but not limited to loss of profits or contracts loss
of use of the System or any equipment comprised therein or loss
of or damage to the Customer's programs and data).
8.3 NSB's total liability
except under Clause 8.1 for any claims of whatever nature arising
from one or more related acts or omissions under this Agreement
shall not exceed Five hundred pounds .
9.
INTELLECTUAL PROPERTY
9.1
The knowledge, techniques, and information NSB uses to solve
problems and design solutions remains the intellectual property
of NSB, and NSB reserves the right not to disclose any information
other than administrative passwords to the client.
9.2 NSB reserves the right
to suspend working on a problem, without warning, should he
feel that the actions of the Client, their employees, or their
sub-contractors, could compromise the confidentiality of his
intellectual property.
9.3 The ownership of any
network designed created for the client by NSB remain the property
of NSB, and the client agrees not to re-use any such designs,
without the written permission of NSB.
10. TERMINATION
10.1
Notwithstanding the provisions of Clause 2 of these Conditions
this Agreement may be terminated:-
(a) By NSB forthwith on giving notice in writing to the Customer
if the Customer shall fail to pay any sum due under the terms
of this Agreement (otherwise than as a consequence of any default
on the part of NSB) and such sum remains unpaid for fourteen
days after written notice from NSB that such sum has not been
paid (such notice to contain a warning of NSB's intention to
terminate);
(b) By either party forthwith on giving notice in writing to
the other if the other commits any serious breach of any term
of this Agreement (other than any failure by the Customer to
make any payment hereunder in which event the provisions of
paragraph (a) above shall apply) and (in the case of a breach
capable of being remedied) shall have failed to remedy the breach
within 30 days after the receipt of a request in writing from
the other party so to do (such request to contain a warning
of such party's intention to terminate).
10.2 Any termination of
this Agreement howsoever occasioned shall not affect any accrued
rights or liabilities of either party nor shall it affect the
coming into force or the continuance in force of any provision
hereof which is expressly or by implication intended to come
into or continue in force on or after such termination.
11. MISCELLANEOUS
11.1
Neither party shall be liable to the other for failure or delay
in the performance of any obligation under this Agreement (other
than any obligation to pay money) if such delay is caused by
circumstances beyond the reasonable control of the party so
delaying and such party shall be entitled to a reasonable extension
of time for the performance of such obligations.
11.2 Neither party may assign
any of its rights or obligations under this Agreement without
the prior written consent of the other party.
11.3 Neither party shall
rely upon any variation of this Agreement or waiver of any of
its terms unless contained or evidenced by letter or other document
written on behalf of the other party.
11.5 This Agreement shall
be subject to and interpreted in accordance with English law
and any dispute or difference which may arise between the parties
concerning this Agreement shall be determined by the High Court
of Justice in England and NSB and the Customer submit to the
exclusive jurisdiction of that Court for such purpose.
11.6 All notices which are
required to be given under this Agreement shall be in writing
and shall be sent to the address of the recipient set out in
this Agreement or to such other address within the United Kingdom
as the recipient may designate by written notice to the other.
Any such notice may be delivered by hand or by first class pre-paid
recorded deliver letter and shall be deemed to have been served
if by hand when delivered if by first class post 48 hours after
posting.
Signed
by Neil S Bapty.
Signed
for the Customer
SCHEDULE
A - CUSTOMER'S PREMISSES
Content
of Schedule A
END
OF SCHEDULE A
SCHEDULE
B - SYSTEMS INCLUDED
Content
of Schedule B
END
OF SCHEDULE B
SCHEDULE
C - CUSTOMERS OBLIGATIONS
There
are no additional customer obligations.
END
OF SCHEDULE C
SCHEDULE D - ADDITIONAL SERVICES
No
additional services are included.
END
OF SCHEDULE D
SCHEDULE
E - EXCLUSIONS
Content
of Schedule B
END
OF SCHEDULE E
SCHEDULE F - MONTHLY CHARGES
The
initial monthly charge for this contract is £ ???, payable
monthly in advance.
The monthly charge may be changed, after the initial period
of 12 months by giving 90 days notice, from the latest charge
table. The "Contract Level" charge table current at
the start of the contract was :-
