Green Light Technology Solutions Standard Supply Terms and Conditions
TERMS AND CONDITIONS FOR MAINTENANCE SUPPORT
Definitions
Green Light Technology Solutions shall mean Trick Stuff Ltd and their authorised agents
Customer shall mean the person, firm or company purchasing or agreeing to the purchase of goods or services from Green Light Technology Solutions
Request for Maintenance Service shall mean the time at which Green Light Technology Solutions receives an accurate description of a fault.
1. Effect
These terms and conditions shall prevail over any proposed by the Customer or implied by trade custom or practice and this Agreement will only be concluded on that condition Green Light Technology Solutions failure to object to any other terms proposed by the Customer shall not be deemed a waiver of that condition.
2. Term
This agreement shall continue for the initial minimum term of twelve months and then shall (except as otherwise provided by this agreement) automatically continue from year to year unless and until terminated by a minimum of forty two days prior written notice given by either party.
3. Extent of Maintenance Support Services
3.1 Throughout the term of this Agreement Green Light Technology Solutions shall maintain the agreed systems in efficient working order and shall provide the Maintenance Support Service (“the Maintenance Service”) listed in the section titled “levels of cover” subject to the provisions of that section and these term and conditions.
3.2 The Maintenance Service does not include:
(a) any alteration of the System to meet change in the Customer’s requirements or the standard or Requirements of British Telecom or other relevant public network operators (“the Network Operator”) or other relevant authority.
(b) any electrical or other work external to the System, moving and re-installation of the System, or replacement of consumable materials.
(c) the cost of repair or replacement or extra service time made necessary by accidental damage, misuse, negligence or failure to observe Green Light Technology Solutions recommendations or those of the Network Operator or other relevant public authority or for causes external to the System such as, but not limited to, failure or fluctuation of electrical power or air conditioning or any defect or failure in relevant public telecommunications network.
(d) modifications or reconfigurations necessary to enable multi-tenant use of the System.
(e) any failure of the line wiring (where included as part of the System) other than by reason of fair wear and tear.
(f) any equipment not comprised the Equipment listed in the Equipment Schedule. Green Light Technology Solutions reserves the right to charge the Customer for any such services and costs.
3.3 If, after seven years from the date on which the System is ready for service, Green Light Technology Solutions reasonably forms the opinion that the System can no longer be economically maintained to the necessary high standards it will notify the Customer of Green Light Technology Solutions estimate of the cost of rebuilding and reconditioning all or part of the System. Should the Customer fail to make the System available for rebuilding or reconditioning or the parties fail to agree on the appropriate charges, then Green Light Technology Solutions shall be entitled by written notice to withdraw the Maintenance Service.
4. Customer’s Responsibilities
4.1 The Customer is responsible for
(a) ensuring that the environmental conditions at the site (as approved by Green Light Technology Solutions and/or the Network Operator or other relevant authority from time to time) are maintained at all times.
(b) ensuring that Green Light Technology Solutions engineers have full and free and timely access to the System and the Customer should provide adequate working and storage space, and such other facilities as the engineer may reasonably require and should observe any common law or statutory requirements relating to health and safe place of work.
(c) where servers that are used for software applications supplied by the company, the Customer shall ensure that the data is backed up daily, regular housekeeping is carried out on the servers and an archive procedure exists.
(d) where any computer forms part of the telephony infrastructure, the customer is wholly responsible for the security of the machine. It is the Customer’s responsibility to ensure that Green Light Technology Solutions engineers who attend site or remotely accesses the machines to carry out maintenance are given “administrator” access rights on the local machine as a minimum.
4.2 If applicable, the Customer shall maintain such records as are required by the terms of the Branch Systems License as issued from time to time by the Secretary of State and Industry and shall make record available to Green Light Technology Solutions
4.3 The Customer shall indemnify Green Light Technology Solutions against all claims from the Network Operator and of others in the event that
(a) The Customer allows the System to be altered, adjusted or interfered with by any other than a Green Light Technology Solutions authorised engineer.
(b) Green Light Technology Solutions is unable to keep the System in good working order due to causes within the control of the Customer.
4.4 When reporting a fault the customer must ring the Green Light Technology Solutions Communications help desk, a fault is only valid when a fault reference number has been received. Any faults logged with an engineer by phoning their mobile would not be a valid fault.
5. Limitations
5.1 The customer may from time to time alter the software configuration of the telephone system and may alter the configuration of software applications that connect to the telephone system. Unless otherwise instructed by Green Light Technology Solutions authorised engineers (and only during maintenance support incidents), the System Hardware must not in any circumstances be altered, adjusted or interfered with.
5.2 Green Light Technology Solutions will not be liable for the failure to provide the Maintenance Service if this 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 license or other governmental act, fire, explosion, accident, lighting damage, electromagnetic interference, industrial dispute, difficulty in obtaining materials or any cause beyond its reasonable control.
6. Warranty
6.1 Green Light Technology Solutions warrants that it will exercise all reasonable care and skill in the provision of the Maintenance Service. However, the parties agree that the effects of any failure on Green Light Technology Solutions part to provide Maintenance Service promptly and efficiently will be difficult to quantify and that Green Light Technology Solutions cannot have knowledge of the consequences of such failure.
6.2 in no event (whether this agreement continues in force or not) shall Green Light Technology Solutions be liable for any loss of contracts, profits, business or use of the System nor for any other indirect or consequential loss whatsoever attributed to delay or failure to provide the Maintenance Service or as a consequence of providing maintenance service. In particular the customer agrees that using telephone system programming for the purpose of routing telephone calls can be unreliable and that the customer is responsible to implement Carrier Pre-Select (CPS) if LCR slippage is to be prevented. The customer agrees that Green Light Technology Solutions may disable Least Cost Routing (LCR) programming from time to time in the process of providing routine maintenance or when attempting to resolve a system or network fault. The customer also agrees that Green Light Technology Solutions will not be liable for the re-imbursement of any call charges resulting from such action and that the negotiation of call charge rates forms part of the customers contract with their network supplier.
6.3 All other express or implied terms conditions of warranties and any liability in tort (other than for negligence of Green Light Technology Solutions, its servants, agents or subcontractors causing death or personal injury).
7. Payment of Maintenance Charges
7.1 The initial charge for the Maintenance Service (“the Maintenance Charge”) shall be specified in Equipment Maintenance Agreement. The Maintenance Charge shall be payable annually in advance or quarterly by standing order.
7.2 Any additional payment which may become due during the period covered by the Maintenance Charge shall be payable in accordance with the due date specified in the relevant Green Light Technology Solutions invoice.
8. Adjustment
The Maintenance charge may be adjusted at any time in the event that
(i) The class of Maintenance Service provided for the System is changed for any reason by mutual agreement.
(ii) Any changes are made to the requirements of the Network Operator affecting the provision of the maintenance Service for the System.
(iii) Revised software is installed in the System at the request of the Customer.
(iv) The software installed in the System is no longer a current release and the Customer refuses to purchase an upgrade known to rectify a fault.
(v) The System is extended by the addition of further hardware or software. In this event the Maintenance Charge shall be increased by the rate applied by Green Light Technology Solutions at the relevant time for the Maintenance of the additional hardware or software.
9. Annual review
In addition to any adjustment made to the Maintenance Charge pursuant to Clause 8, Green Light Technology Solutions may at any time following the first anniversary date of this agreement adjust the Maintenance Charge. Such adjustments shall not be made at intervals more frequently than once in any twelve month period and will not exceed the UK Retail Price Index or an increase in the cost of purchasing maintenance related spares beyond the reasonable control of Green Light Technology Solutions, such as a large change to the exchange rate with the US dollar, whichever is the greater
10. Conditions
10.1 Green Light Technology Solutions reserves the right to make a charge for the time and expenses incurred by its personnel being called out due to faults not on the System (e.g. the Network Operator line faults, power supply fluctuations, etc.) or if the System is reported as faulty and proves not to be so.
10.2 In addition to the Maintenance Charge, the Customer shall pay Green Light Technology Solutions all additional charges for maintaining the System where Maintenance is due to any circumstances other than normal wear and tear.
10.3 Green Light Technology Solutions shall be under no obligation to provide Maintenance Service so long as any sum due is in arrears for more than fifteen days and any additional charges incurred by the consequent delay in carrying out the Maintenance Service shall be paid by the Customer. The Customer acknowledges that a user requirement of the Branch Systems general License that telephone apparatus connected to the Public Switched Network must be maintained by a designated maintainer approved by the British Approvals Board for Telecommunications.
11. Interest
Any money due or payable to Green Light Technology Solutions under this agreement which is ten days or more overdue shall accrue interest on a day to day basis at the rate of 4% (four per cent) over the Base Lending Rate of the Royal Bank of Scotland from due date until date of payment.
12. VAT
The Maintenance Charge and other sums payable in the agreement do not include Value Added Tax and accordingly they will be increased by the gross amount of Value Added Tax and/or such other taxes as may be chargeable on the supply of equipment and services from time to time.
13. Default and Termination
13.1 If the Customer commits any breach of this agreement or any agreement with Green Light Technology Solutions and fails to remedy it promptly on receiving written notice from Green Light Technology Solutions or suffers distress or execution or commits an act of bankruptcy or goes into liquidation (except for amalgamation or reconstruction) or if it entered into an agreement or composition with creditors or if the Receiver is appointed over any part of the Customers business, or in the case of a Partnership any of the partners is declared bankrupt, it shall constitute a repudiation by the Customer of its obligations under this agreement and at any time thereafter Green Light Technology Solutions may (in addition to any other rights or remedies in law not withstanding that Green Light Technology Solutions may have waived its rights under this Condition on so previous occasion) by written notice suspend performance of or determine the Maintenance Service. Breach of any contracts other than this one will limit the sanction by Green Light Technology Solutions to suspension of maintenance service.
13.2 If Green Light Technology Solutions terminates this Agreement in accordance with this clause, then without prejudice to any other rights Green Light Technology Solutions may have, it shall be entitled:
(a) to retain any advance payment made by the Customer, and
(b) to halt any goods in transit, and
(c) either by an agent or itself to have access to the Customer’s premises for the protection, removal realisation and disposal of any products at any time and from time to time in which the property shall not have passed from Green Light Technology Solutions to the Customer.
14. Legal Construction
This Agreement shall be governed by English Law and be subject to the jurisdiction of the English Courts. The legal construction of these conditions shall not be affected by their headings.
15. Invalidity
If any provision of this Agreement becomes invalid, illegal, or un-enforceable, the other provisions of this Agreement shall not be affected thereby.
16. Entire Agreement
This Agreement with the Schedules together with any authorised signed variations attached hereto set forth the companies agreement between the parties. No further amendment or modification to this Agreement will be effective or binding unless it is in writing signed by duly authorised representatives of the parties.
17. Notice
All demands and notices and shall be made in writing and sent to Green Light Technology Solutions at the Company’s registered address by recorded delivery.
18. FORCE MAJEURE
Green Light Technology Solutions shall not be liable to the Customer for any failure to perform its obligations due to any circumstances beyond its control (including without limitation, strikes, lockouts, industrial disputes, failure of power supplies, delays caused by any other person, firm or company, defects caused by any manufacturer of the goods, riots, civil disturbances, war or warlike activities, embargoes, fire, explosion, flood, or natural causes) and in such event Green Light Technology Solutions may elect by written notice to cancel any agreement with the Customer or elect that the time for performance shall be extended until such time as Green Light Technology Solutions can reasonably effect performance.
19. WAIVER
If the Customer shall be in breach of any of these Conditions then the failure by Green Light Technology Solutions to require the Customer to rectify the same shall not create any assumption that such a breach has been waived by Green Light Technology Solutions.
Levels of Cover
1. Request for Maintenance Service
The time of a request for maintenance service is defined as the time at which Green Light Technology Solutions receives an accurate description of a fault.
Green Light Technology Solutions working hours are defined as 9.00am to 5.30pm
(i) Standard Care (Monday to Friday 9.00am-5.30pm)
Green Light Technology Solutions will use all reasonable endeavours to respond within 16 working hours for minor faults* and 4 working hours for major faults* to a request for Maintenance Service received between 9am to 5pm (excluding weekends and Public Holidays) either by arranging for a service engineer to make a site visit or by instituting remedial action through remote diagnostics or through interim solutions which restore service to the Customer.
(ii) Flexi-Care (24 hours 365 days)
Green Light Technology Solutions will use all reasonable endeavours to respond within 16 working hours for minor faults* and 4 working hours for major faults* to requests for Maintenance Service received between 9am to 5pm (excluding weekends, Bank and Public Holidays) either by arranging for a service engineer to make a site visit or by instituting remedial action through remote diagnostics or through interim solutions which restore service to the Customer. Forsite responses required outside the Monday to Friday 9am-5pm, Labour Cover will be charged at £100 per hour or part thereof (minimum charge 2 hours) plus VAT.
2. Maintenance Service Provided
Subject to the conditions stated in the Agreement Green Light Technology Solutions shall at its discretion carry out routine checks by Green Light Technology Solutions engineers for preventative maintenance of the System.
(i) Green Light Technology Solutions will require remote access to the System to carry out periodic checking of the System performance using remote diagnostics.
(ii) Green Light Technology Solutions service engineers will require site access to the System to make adjustments and repairs if remote diagnostics indicate any fault.
