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Maintenance Agreement Terms and Conditions
1. MAINTENANCE PERIOD AND CHARGES
a. This agreement shall start on the commencement date and continue for the minimum
term of 60 months and thereafter from year to year starting on the anniversary of
the said commencement date until terminated by either party giving written notice
to the other of a minimum period of 90 days from the anniversary of the commencement
date next following the date on which such notice is received. Notice shall be deemed
to be received within 7 days of being posted by recorded delivery to the last known
address of the party to whom it is given.
b. The annual maintenance charge for the initial period of 12 months shall be the
charge specified overleaf. For each subsequent year during the continuation of this
agreement the annual maintenance charge shall be fixed according to SynergyOne current
charges at the beginning of that year for the equipment stated overleaf. The annual
maintenance charge for each year during which this agreement continues shall be
paid for before the date on which that year begins together with the applicable
rate of VAT. Payment is due within 21 days of the invoice date. The time of payment
of all sums due to SynergyOne under this Agreement shall be of the essence. If payment
in full is not received by SynergyOne upon the due date, SynergyOne shall be entitled
to levy an interest charge on any unpaid overdue balance based upon The Late Payments
of Commercial Debts (Interest) Act 1998 and as amended and supplemented by the Late
Payment of Commercial Debts Regulations 2002, at the rate of 8% above the Bank of
England base rate. Interest will be charged on a daily basis. Should this account
not be settled when due, and thereby fall into arrears, and the Company instruct
a Debt Collection Agency and/or a Solicitor to collect the said debt/account; all
commissions, legal fees, costs, disbursements, Value Added Tax, and all sums that
the Company is called upon to pay in order to collect the said outstanding debt/account,
will be borne by the Debtor and/or the party or parties to the Conditions of Sale
or to any contract that the Company has entered into with the Debtor.
c. If notice is given as above before the expiry date of the minimum term shown
then payment is due for the sum of the annual amounts up to the expiry date of the
minimum term.
If notice is given as above after the expiry date of the minimum term shown then
payment is due up to the end of the current year of cover.
If notice is not given as above and the contract is still before the last year of
the minimum term then payment is due for the sum of the annual amounts up to the
expiry date of the minimum term.
If notice is not given as above and the contract is either in the last year or after
the minimum period of the agreement then payment is due up to the anniversary of
the following year of cover.
Additionally, if the contract is terminated without any notice, then any discount
which reduced the amount paid in the first year will be repayable.
2. MAINTENANCE AND REPAIR
a. During the period of the agreement, in consideration of the payment of the maintenance
charge, SynergyOne shall as soon as reasonably practicable after notification in
accordance with paragraph 4 below provide a SynergyOne authorised maintainer to
carry out during its normal business hours any maintenance of and repairs and replacements
to the equipment that may be reasonably requested by the customer and shall carry
out free of any extra charge and maintenance repairs and replacements (including
the provision of any necessary materials and spare parts) as shall be necessary
as result of fair wear and tear arising from the proper operation of the equipment.
Any maintenance repairs and replacements for customer visits caused other than by
fair wear and tear arising from the proper operation of the equipment or telecommunications
network may be carried out at the customers expense at SynergyOne current charges.
All maintenance, repairs or replacements may be carried out at the premises where
the equipment is installed or elsewhere at the option of SynergyOne .
b. The agreement does not cover the following items unless they are specifically
detailed in the equipment section overleaf.
(i) Overhead, underground or external cabling.
(ii) Two wire telephone handsets.
(iii) Call loggers, voicemail, battery back-up and other additional equipment.
3. ALTERATIONS TO EQUIPMENT AND EXTENSION WIRING
a. All alterations to apparatus and extensions to wiring or re-installations shall
be carried out by SynergyOne .
b. Any alterations to equipment and wiring shall be notified to SynergyOne within
14 working days of the commencement of the works.
c. SynergyOne may adjust the Annual Maintenance Charge if the equipment is altered
or added to at any time.
4. THE CUSTOMER'S RESPONSIBILITIES AND LIABILITIES
a. The customer shall notify SynergyOne either orally or in writing as soon as possible
of any fault in the equipment or of any work or maintenance that may be necessary.
The SynergyOne Authorised Maintainer may at its option repair at its current charges
faults or damage that have arisen because of the failure of the customer to notify
SynergyOne promptly.
b. The customer shall not allow the equipment to be moved, interfered with or tampered
with and shall at all times comply with all reasonable advice given by the SynergyOne
Authorised Maintainer in relation to the operation and care of equipment. SynergyOne
may at its option repair at its current charges, faults or damage that have been
caused by such moving, interference, tampering or by any failure by the customer
to comply with SynergyOne directions.
c. Should any maintenance, repair, replacement, alteration or addition be made to
the equipment other than by SynergyOne , SynergyOne may terminate the agreement
with immediate effect by giving the customer written notice and may retain the Annual
Maintenance Charge.
d. The customer shall at its expense comply with all statutory requirements, obligations,
regulations, recommendations, bylaws or instructions relating to the use or testing
of the equipment. The customer shall obtain and pay for any such licenses, wayleaves,
suitable private wires, jack sockets or any other items necessary for the operation
of the equipment. Suitable electric supplies where needed shall be provided and
maintained by the customer at its expense.
e. The customer shall give SynergyOne Authorised Maintainer and its representatives
unhindered access to the equipment and shall at its expense make available mains
electric supply and any other facilities and co-operation as may be necessary for
the proper and prompt maintenance of the equipment under this agreement.
f. The customer shall maintain an environment suitable to support efficient operation
of the equipment under this agreement.
g. If the customer fails to observe the provisions of this agreement SynergyOne
may terminate it with immediate effect by giving the customer written notice and
may retain the Annual Maintenance Charge.
5. LIMITATIONS OF LIABILITY
a. The SynergyOne Authorised Maintainer will indemnify the customer
(i) (Where the United Kingdom Contract Terms Act 1977 applies to this Agreement)
against liability for personal injury or death directly attributable to the negligence
of the SynergyOne Authorised Maintainer and
(ii) against physical damage (but not loss of any data) caused by the customers
tangible property directly arising from the negligence of the equipment.
b. The SynergyOne Authorised Maintainer's total liability to the customer under
the indemnities contained in the paragraph 5 shall not exceed ten times the Annual
Maintenance Charge for one or more related claims arising in any one twelve month
period.
c. Subject to the provisions of this paragraph 5 the SynergyOne Authorised Maintainer
shall not be liable to the customer for any loss, expense or damage of any kind
(direct, indirect or consequential and whether arising from negligence or otherwise)
in connection with the SynergyOne Authorised Maintainer's maintenance of the equipment
or otherwise.
6. GENERAL
a. English Law
This agreement in all respects shall be governed by English Law. The Parties hereby
irrevocably submit to the non-exclusive jurisdiction of the English courts.
b. Construction
The construction of the agreement is not to be affected by any heading. Reference
to the plural shall include the singular and vice versa.
c. Entire Agreement
This agreement constitutes the entire agreement between the parties and there are
no agreements or understandings between them other than those set herein.
d. Variations
Any variations to this agreement shall only be binding if it is recorded in a document
signed by an authorised representative of SynergyOne .
e. Waiver
Failure by SynergyOne to exercise any of its rights hereunder shall not constitute
or be deemed a waiver or forfeiture of such rights.
f. Any expressed or implied waiver by SynergyOne of any term or condition of this
agreement or of any breach or default by the customer may be terminated by SynergyOne
at any time. No such waiver shall constitute a continuing waiver nor shall it prevent
SynergyOne from acting upon that or any subsequent breach or default or from enforcing
any term or condition of this agreement.
g. Force Majeure
SynergyOne shall not be liable in any way for loss, damage or delay consequent upon
any circumstances beyond its reasonable control.
h. Assignment and Transfer
The customer may not assign the benefit of this agreement without prior written
consent of SynergyOne .
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