Terms and conditions
1. Maintenance Period & Charge
This agreement between Immervox Limited (the "Maintainer") and THE END USER shall be for the Initial Minimum Term stated in the schedule of Service, and shall renew thereafter for a minimum of 12 months. THE END USER shall pay the initial maintenance charge as specified in the Schedule of Service (the "Contract charge") for the maintenance service "Type" as specified in Schedule of Service for the "Equipment" (being the Equipment described in the Schedule of Equipment) on the Commencement Date and thereafter annually in advance of the anniversary renewal date, unless specified otherwise in the Schedule of Service.
The Annual Contract Charge and any other amounts payable under the terms of this Agreement are exclusive of Value Added Tax or any other similar tax levies or duties which will be added to or charged on invoices at the appropriate rate.
The Maintainer may alter the Annual Contract Charge for any year following the Initial Minimum Term on giving to THE END USER 30 days written notice. Any such changes will be made with due regard to the prevailing rate of inflation and any other relevant influences, such as the cost and availability of labour and/or parts needed to repair the equipment.
If THE END USER decides to terminate this contract at renewal, the termination must be in writing and be received a minimum of 120 days by recorded post prior to the Renewal Date as specified in the Schedule of Service. Request for termination after this date will be considered as notice for the next 12-month contract period.
In the circumstances that equipment and or spare parts or skills relevant to the Equipment under cover become unavailable or obsolete, the Maintainer may be unable to continue to offer the service agreed. In this event, the Maintainer will contact THE END USER and inform them of the reasons and detail any possible options. If no other options are available or acceptable to THE END USER then THE END USER may terminate the contract with 120 days’ notice. In this event, THE END USER will be refunded the value of any remaining whole months paid for and outstanding on the Agreement until the Renewal Date.
The service offered and described in the Schedule of Service in this document will be provided for the Equipment at the Company address detailed in the Schedule of Service document and agreed by the Maintainer (the "END USER ADDRESS")
Any and all alteration to the Equipment and extensions including wiring must be carried out to a professional standard and by an installer recognised as capable of completing the work by the Maintainer.
If additional equipment which incurs a maintenance charge is installed at the END USER ADDRESS then the Maintainer will invoice THE END USER any additional charges that become due on a pro rata basis.
3. Maintenance & Repair
The Maintainer must be notified by THE END USER of any alterations and additions in order to maintain cover. There may be an additional charge to cover such alterations and additions. Any alterations and additions must be installed to a professional standard.
Any fault arising as a result of any alterations or additions carried out other than by the Maintainer or, by an installer not recognised by the Maintainer as being capable to complete the work, are not covered by this Agreement and may result in additional charges.
The following exclusions are outside the Maintainer's service liability under the Agreement, but may be repaired or replaced by the Maintainer at a price applicable at the time:
a. a fault due to user error.
b. the Equipment being subject to abnormal physical or electrical stress (for example lightning strike or power surge)
c. the equipment being damaged due to accident, neglect, misuse by THE END USER or any other party, acts of God failure or Fluctuation of electrical power or causes other than ordinary use
d. the Equipment being tampered with by THE END USER or any other party
e. Any failure or defective working of the Equipment due to any fault failure or change in the electricity supply and /or Network service and connections and/or host PABX systems.
In order to ensure continuity of service, it may be necessary to replace the equipment at the option of the Maintainer for any length of time at the Maintainer discretion with similar equipment, which will also be subject to the Terms and Conditions of this Agreement.
The wiring and connections between the network connections point as defined in the relevant legislation and any extension socket is not covered by this Agreement. Any underground or overhead routes cannot be covered under this contract. The cost of any repairs by the Maintainer to site wiring or connection ports outside of that specifically included in this agreement, shall be borne by THE END USER at the Maintainers current charges for labour and materials at the then current rates.
Extension sockets are not covered by this Agreement, but any that are found to be faulty or damaged can be replaced with our standard socket and faceplate at the then current rates.
The Maintainer will not maintain extension wiring between the desktop terminal and the system side of THE END USER network termination point on the (Building Distribution Frame).
5. THE END USER Responsibilities
THE END USER will give or procure to be given to the Maintainer or its servants or agents at all reasonable times access to the premises in which the Equipment is situated for the purpose of inspection, repair, adjustment, programming or replacement. Also, THE END USER will ensure that the Maintainer or its servants or agents are provided remote telephone access to connect to the Equipment in order to fulfil its obligations under the terms of this Agreement.
THE END USER must not allow any person apart from the Maintainer, its employees or agents (including END USER personnel if appropriate) to service or in any way interfere with the Equipment during any term of this Agreement Any maintenance by the Maintainer necessitated by such service or interference shall be charged to THE END USER at the price applicable at the time.
THE END USER will maintain the equipment in good physical condition, free from moisture, dirt and dust, in a suitable office environment.
In the case of data storage devises such as Call Loggers and/or Voicemail system, THE END USER will accept responsibility for backing up the stored data on systems at a suitable frequency. Also, THE END USER will accept responsibility for storing such backups safely so that system data can be restored in the event of data loss. Failure of THE END USER to take and keep backups may result in loss of use, and will incur an additional charge for completely re-commissioning the system in the event of data loss.
THE END USER agrees to make additional payments that may become due during the period covered by the contract charge, as a result of additions or alterations to the "Equipment", any such further payment to be paid within 30 days of the date of the invoice.
THE END USER acknowledges that it is its responsibility to effect insurance in respect of all risks relating to the maintenance of the Equipment not covered in paragraph 6.
Interest at an annual rate of 4% above Barclays Bank plc Base Rate from time to time will accrue daily and be calculated on a daily basis on any sum not paid on the due date from the due date until payment is received.
The Maintainer may terminate the Agreement by giving 28 days notice if THE END USER has not paid any annual instalment, as defined in the Schedule of Service, on the Annual Contract Charge by due dates.
6. Limitation of Liability
The maintainer shall not be responsible to THE END USER for any loss whatsoever arising out of any reason beyond the control of the Maintainer which shall include without prejudice to the generality of the foregoing, any act of God, fire flood, accident, strike, lockout or stoppage of the Maintainers business.
The Maintainer shall not be required to carry out servicing beyond its normal service boundaries.
In the event of a fault being reported to the Maintainer which is found to be a fault external to the Equipment covered, then the Maintainer reserves the right to make reasonable additional charges.
The Maintainer shall have the right to cancel the provision of Maintenance Service if it is prevented from or hindered in providing the service through any circumstances beyond its control including (but not limited to) industrial action, war, fire or prohibition or enactment of any kind, without incurring any liability for any loss or damage whatsoever resulting therefrom.
The Maintainer will be responsible for personal injury to any person caused through the Maintainers negligence, but apart from this shall be under no liability for any injury, damage or loss to any person or property whomsoever or whatsoever whether direct or consequential arising out of the use of the Equipment however such injury, damage or loss was caused. THE END USER hereby agrees to indemnify the Maintainer in respect of any liability for damage and/or costs incurred by any person whatsoever arising out of the use of the Equipment, or from the failure of THE END USER to comply with its obligations under this Agreement.
7. Software Upgrades
The Agreement does not include free software upgrades for new features and enhancements. Software upgrades may be installed through the course of maintenance provision in order to rectify software-related problems that may arise. If a software upgrade is installed THE END USER will have to purchase rights to use new enhancements and features.
This Agreement and any conflict arising therefrom shall be governed by and judged by the laws of England.
All notices required to be given in writing shall be sent by first class recorded / registered post to the last known address of THE END USER or the Maintainer, address as given above. All such notices shall be deemed to have been served on the expiration of 48 hours after posting.
Either party may terminate the Agreement by giving 90 days notice if the other party has failed to perform any of its obligations under the Agreement and such failure continues for a period of 90 days under written notice thereof.
The Maintainer may if required and at its discretion authorise an alternative maintainer to carry out all or part of the Maintainer's duties under this contract. Any such alternative maintainer will carry out these duties to an equivalent standard as would be provided under this Agreement.
The Maintainer may assign this whole Agreement to another person, and or organisation. THE END USER cannot assign any rights arising out of this Agreement without the prior written consent of the Maintainer.
This Agreement and the attached Schedule of Service, Schedule of Equipment shall form the whole of the terms of the Agreement between the Maintainer and THE END USER, and no variation therefore shall be of any consequence whether prior to or subsequent to the date of the Agreement unless expressed in writing and signed by or on behalf of the Maintainer and THE END USER.
The construction of this Agreement is not to be affected by any heading. Reference to the plural shall include the singular and vice versa.
A response is defined as a site visit, or an attempt to resolve the fault though remote diagnostics and programming, or telephone support in hours covered by the Schedule of Service, by the Maintainer to complete the work requested by THE END USER under the terms of this agreement which may or may not involve exchange of equipment parts to diagnose and correct the fault.
9.2 Response Time
The time difference in Working Hours, between the fault being first reported to the Maintainer Call Centre and the Response by the Maintainer. Calls reported by whatever means before 9am will be treated as received at 9am that day, and calls received after 5.30pm will be treated as received at 5.30pm that day unless otherwise stated in the schedule of service.
Below are details of Response Times, which will be provided as part of your Maintenance Agreement: Major faults – 8 working hours
Minor faults - 16 working hours
9.3 Working Hours
Being the hours between 9am and 5.30pm (8.5 Hours in total) each weekday, excluding weekends and accepted National Holidays. All other hours are defined as out of office hours and not covered under this contract unless otherwise stated in the Schedule of Service.
9.4 Normal Office House
Normal office hours are between 9.00am to 5.30pm Monday to Friday excluding U.K. public holidays. Any telephone calls or requests for service at other times will be deemed Out of Office Hours.
9.5 Fault Categories
Faults are categorised as follows:
Significant area of functionality disabled. For example, but not limited to: Whole system failure and total loss of ability to make or receive calls.
Limited or isolated area of functional disability. For example, but not limited to: Single non-critical card problem, limited call loss, two or more handsets failed or experiencing problems.
Minor problem minimal impact. For example, but not limited to: one channel experiencing problems, redundant or hot spare failure, single extension/handsets problem. Fault to an extension or small number of extensions or programming fault which results in loss of use of some features or extension on the system. Incoming and outgoing calls still possible at a reduced service level.
10. Service Provided
The service level provided and equipment covered under this contract is defined in the accompanying Schedules. The Schedule of Service details the Service level offered for the Agreement and the price of the Agreement.
11. Third Party Rights
For the avoidance of doubt nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this agreement.
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