AGREEMENT FOR IT SUPPORT & MAINTENANCE SERVICES
LimeTechs AGREEMENT FOR IT SUPPORT
& MAINTENANCE SERVICES
THIS AGREEMENT is made BETWEEN: LimeTechs ("the Provider");
and (“The Customer”) _______________________________________
1. DEFINITIONS In this agreement the following words and expressions shall have the following meanings:
1.1 - "Equipment” means the equipment that requires maintenance provided by LimeTechs;
1.2 - "Maintenance Charges" means the charges to be paid by the Customer for the Maintenance Services;
1.3 - "Maintenance Services" means preventative maintenance and remedial maintenance services required to keep the Equipment in good working condition;
1.4 - "Service Hours" means the time that any equipment is in the care of LimeTechs;
1.5 - "Site" means the following address, where the Equipment is kept.
Site Address: ________________________________________
2. COMMENCEMENT This agreement shall commence on the date and time of which LimeTechs take the customer’s equipment into their care ("the Commencement Date") and shall remain in force until terminated in accordance with clause 11.
Date of commencement: ____________________________________
3. MAINTENANCE SERVICES
3.1 - LimeTechs agrees to provide the Maintenance Services to the Customer in respect of the Equipment on the terms and conditions set out in this agreement.
3.2 - LimeTechs shall provide preventative maintenance services during the Service Hours at intervals necessary to keep the Equipment in good working condition.
3.3 - LimeTechs shall provide remedial maintenance services during the Service Hour when notified that the Equipment is inoperative, for which the Customer shall pay the service charge. LimeTechs shall endeavour to respond promptly and if possible within 12 hours to requests for remedial maintenance.
3.4 - Maintenance Services shall not extend to installation or maintenance of software, operating accessories including media such as tapes and disc packs or electrical work external to the Equipment or maintenance or alterations, attachments or other devices not specifically noted as part of this agreement.
4. EXCLUSION FROM MAINTENANCE LimeTechs obligation to provide Maintenance Services is contingent upon the proper use of all Equipment. LimeTechs shall not be obliged to provide Maintenance Services if:
4.1 - Any Equipment has been subjected to unusual physical or electrical stress;
4.2 - Adjustment, repair or parts replacement is required because of accident, neglect, misuse, improper programming, failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use;
4.3 - The Equipment is maintained or repaired, or if attempts to repair or service the Equipment are made by anyone other than LimeTechs personnel without the prior approval of LimeTechs (such approval not to be unreasonably withheld);
4.4 - The Equipment is either removed from its initial installation location or is reinstalled without the approval of LimeTechs;
4.5 - The Equipment is more than 4 years old unless LimeTechs has agreed in writing to the Customer that it will not be excluded; or
4.6 - Any Equipment, in LimeTechs reasonable opinion, has reached the end of its useful life. If Maintenance Services are required as a result of the causes stated above, such repairs will be made at LimeTechs then prevailing non-contract service rates.
5. MAINTENANCE CHARGES
5.1 - Maintenance Charges are payable to LimeTechs.
5.2 - The Customer shall pay all other charges within 7 days of receipt of invoice.
5.3 - LimeTechs shall be entitled to adjust the Maintenance Charges by giving 28 days' prior written notice to the Customer to take effect from the next due invoice. The Customer may terminate this agreement by giving 28 days’ notice in writing following written notification of intent to increase charges.
5.4 - All charges are payable without any deductions or withholding of any kind but with the addition of VAT.
6. CUSTOMER'S OBLIGATIONS
6.1 - The Customer undertakes to provide full and free access to the Equipment and working space and adequate facilities including electrical outlets within a reasonable distance from the Equipment.
6.2 - The Customer shall obtain, keep and make available to LimeTechs machine readable copies of all programs, data files and operating systems relating to the Equipment.
LimeTechs does not take any liability for the Customer’s inability to use its machine readable data.
7. PROVIDER'S OBLIGATIONS LimeTechs shall use its reasonable endeavours to keep the Equipment in good operating condition.
8. REPLACEMENT PARTS LimeTechs will provide at cost, all parts and equipment modifications which LimeTechs deems necessary for maintaining the equipment in good operating condition. All parts will be furnished on an exchange basis and will be new equivalent standard parts of equal quality.
9. BACK-UP Additional labour incurred in attempting to recover files if the Customer has not maintained proper backup will be charged at LimeTechs discretion.
10. LIMITATION OF LIABILITY
10.1 - Subject to clause
10.2, in no event shall LimeTechs be liable for any damages, including loss of business, loss of opportunity, loss of profits or for any other indirect or consequential loss or damage whatsoever in connection with LimeTechs performance under this agreement.
10.2 - Nothing in this agreement shall exclude or limit the liability of LimeTechs for death or personal injury resulting from the negligence of LimeTechs or its employees or agents.
11.1 - Either party may terminate this agreement at any time by giving at least 28 days' prior written notice to the other [not earlier than 11 months from the Commencement Date].
11.2 - Either party may terminate this agreement immediately at any time by notice in writing if: 11.2.1 - The other party commits a breach of this agreement and fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
11.2.2 - 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
11.2.3 -The other party ceases to carry on its business or substantially the whole of its business; or 11.2.4 - 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.
12. CONFIDENTIALITY All information acquired by LimeTechs relating to the business of the Customer and its customers, if applicable, shall be treated by LimeTechs as confidential
(after as well as during this agreement) and LimeTechs shall not make any use or disclosure of it. LimeTechs shall take all reasonable steps to protect the confidentiality of such information and require its employees who require access to it for the performance of their duties to enter into written undertakings as to confidentiality which are consistent with LimeTechs obligations under this agreement and are directly enforceable by the Customer.
13. FORCE MAJEURE Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this agreement if the delay or failure results from events or circumstances outside its reasonable control, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such events. If such circumstances continue for a continuous period of more than 28 days, either party may terminate this agreement by written notice to the other party.
14. 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.
15. NOTICES Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the most recent email address, fax number or address notified to the other party, 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.
16. THIRD PARTY RIGHTS No person other than LimeTechs and the Customer shall acquire any enforceable rights under or in connection with this agreement.
17. GOVERNING LAW AND JURISDICTION This agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
IN WITNESS whereof this agreement is signed on the date above written as follows:
SIGNED by or on behalf of LimeTechs SIGNED by or on behalf of the Customer
Date: _____________________________ Date: _____________________________