Preferred Supplier Agreement... ...we are your extended services arm.

Transcription

Preferred Supplier
Agreement...
...we are your extended services arm.
8th September 2009. All pricing and details correct at time of print.
Copyright 2009 Servassure, A Daisy Group PLC Business. All rights reserved.
Contents
Form of Agreement
Agreement Terms & Conditions (T&Cs)
Appendix A - Logo
Appendix B - Service Charges
Appendix C - Maintenance Matrix
Appendix D - Contracting Terms & Conditions
Schedule 1 - Maintenance Services
www.servassure.co.uk
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Form of Agreement
This agreement is made on:
<insert date>
BETWEEN
“Channel Partner”
Whose registered office is at:
Registered in England under No:
AND
“Servassure”
Servassure, A Daisy Group PLC Business.
whose registered office is at: Daisy House, Lindred Road Business Park, Nelson, Lancashire BB9 5SR.
Registered in England under No:0697 7942
(“this Agreement”)
IN WITNESS whereof the hands of the parties or their duly authorised representatives the day and year written above.
For and on behalf of Servassure:-
For and on behalf of the Channel Partner:-
Signed
Signed
Name
Name
Position
Position
Date
Date
IT IS AGREED :
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Agreement Terms & Conditions
1. DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
“Channel Partner” is Servassure’s customer that may sell all, or some of, or similar Services to those provided by Servassure under this Agreement, but the customer
wishes to engage Servassure to provide Services on its behalf to the customer’s End User (“End Users”).
"Confidential Information" this Agreement and any information, deliverables, documentation and software in any form or medium obtained by one party from or
concerning the other in connection with this Agreement which is expressly marked as confidential or which a reasonable person would reasonably regard as being
confidential whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this
information (and Servassure’s Confidential Information shall include any software, Deliverables, templates, systems, know-how, trade secrets, experience and any
information relating to Servassure employees, agents, subcontractors and other Channel Partners; and the Channel Partner’s Confidential Information shall include the
content of its or its End Users' data);
“Contracting Terms and Conditions” Servassure’s Terms and Conditions contained in Appendix D, relevant for each Service, adjusted from time to time in accordance
with this Agreement, and which shall apply to each Service Contract.
"Deliverable" Means any other the items, features, functions or goods or services to be supplied by Servassure in addition to those Services detailed in the Schedules;
"Effective Date" the date on which this Agreement has been signed by authorised representatives of each party;
"End User" the Channel Partner’s customers to whom the Services are provided;
"Intellectual Property Rights" all intellectual and industrial property rights of any nature anywhere in the world, including copyright, database rights, patents, design
rights, registered designs, trade mark rights, service mark rights and domain name rights, whether or not registered or capable of protection by registration and the
right to apply for any of them;
"Servassure", A Daisy Group PLC Business. (Registered No. 6977942 at Registered office Daisy House, Lindred Road Business Park, Nelson, Lancashire, BB9 5SR). All
references to Servassure, shall incorporate all references to Daisy Group PLC, its Subsidiaries and/or Holding Company
“Schedules” All and any Schedules attached hereto and forming part of this Agreement that contain a description of the Services, the Service Contract between
Servassure and the Channel Partner, and any Appendices (as amended from time to time) that are incorporated into this Agreement.
"Service Charges" The fees detailed in Appendix B hereto and forming part of this Agreement that contain the pricing and charging that will apply to all Services
supplied under this Agreement.
“Service Contract” The agreement as set out in the Service Schedule that the Channel Partner enters into with Servassure’s under this preferred supplier Agreement for
Servassure to provide Services to the Channel Partner, on its behalf to its End User(s).
"Services" any maintenance services, professional services and any other Deliverables set out in a Service Contract and which Servassure has agreed to supply on a
contract-by-contract basis to the Channel Partner.
"Trade Marks" The trademarks, trade names, brands and logos of Servassure (whether registered or unregistered) from time to time.
2. APPOINTMENT
2.1 The Channel Partner hereby appoints Servassure and Servassure hereby agrees to act as a preferred supplier for the Channel Partner in respect of the Services
delivered to the Channel Partner or the Channel Partner’s End Users.
2.2 Nothing in this Agreement shall entitle the Channel Partner to any priority of supply in relation to the Services as against Servassure's other Channel Partner’s or
business partners.
2.3 Servassure represents and warrants to the Channel Partner that it has the necessary ability, experience, authority and rights to deliver the Services under this
Agreement.
2.4 Subject to the rest of this Agreement, Servassure shall be free to contract with other Channel Partners on its own terms and conditions and at its own price.
3. SERVICES
3.1 The parties hereby agree that Servassure will deliver the Services to the End User(s) and the Channel Partner shall pay for the Services at the prices and charges
contained in Appendix B.
3.2 Servassure can amend or vary the prices and charges contained in the Schedules on 45 calendar days notice in writing to the Channel Partner. If the Channel
Partner does not agree the changes to prices and charges, the Channel Partner may terminate this preferred supplier Agreement, for clarity in the event of termination
pursuant to this clause 3.2, then, clause 10.1.1 shall apply to all pre-existing Service Contracts
3.3 Servassure may amend or vary the Maintenance Matrix contained in Appendix C on 7 calendar days notice in writing to the Channel Partner
3.4 Servassure can amend or vary the Contracting Terms and Conditions in Appendix D contained in the Schedules on 30 calendar days notice in writing to the Channel
Partner. For clarity, changes to the Contracting Terms and Conditions in Appendix D shall not apply retrospectively to Service Contracts raised with the Channel Partner
and any such changes shall only come in effect immediately following the end of the 30 day notice period; Until such time that the changes take effect the Terms and
Conditions in Appendix D shall continue to apply
3.5 From time to time, Servassure may offer the Channel Partner new or additional Services. The prices and charges for any new or additional Services will form part of
Appendix B to this Agreement once agreed by the parties.
3.6 Delivery of the Services will be subject to the Contracting Terms and Conditions in Appendix D in force at the time of delivery of the Services. In the event of any
conflict between this Agreement’s Terms and Conditions and the Contracting Terms and Conditions in Appendix D, with the exception of clause 31.2 of the
Contracting Terms and Conditions in Appendix D, the Terms and Conditions of this Agreement shall prevail.
4. DURATION
4.1 This Agreement shall commence on the Effective Date and, subject to earlier termination pursuant to this Agreement, shall continue in force for a minimum period
of one year, at which time the Agreement shall automatically continue until terminated by either party giving to the other no less than three months' notice.
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5. PAYMENT TERMS
5.1 All Invoices are payable in accordance with the Contracting Terms and Conditions hereto.
5.2 All invoices are payable by Direct Debit. If the Channel Partner chooses not to provide payment on a Direct Debit basis, then each invoice is subject to a 7.5%
administrative fee. The administration fee shall be a maximum of £250 per invoice.
5.3 Payment of all sums due to Servassure under this Agreement shall be made by the Channel Partner in full without any off-set, deduction or withholding
whatsoever. If payment for any Services is late Servassure may immediately (without prejudice to any other right or remedy available to it whether under this Agreement
or by any statute, regulation or byelaw) suspend the performance of this Agreement until payment in full has been made.
5.4 Either party may arrange to off-set undisputed invoices only where this has been expressly agreed between the parties; e-mail communication to record any such
agreement is sufficient to support the use of this clause 5.2.
5.5 All sums due to Servassure under this Agreement are exclusive of Value Added Tax and any other applicable taxes which may from time to time be introduced,
which shall be charged in accordance with the relevant regulations in force at the time of making the taxable supply and must be paid by the Customer.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 As between the parties, all Intellectual Property Rights in or relating to the Services and the Trade Marks are and shall remain the property of Servassure or its
licensors.
6.2 Servassure hereby grants to the Channel Partner a non-exclusive, non-assignable, nonsublicensable licence (other than a right to sublicense to the relevant End
User) during the term of this Agreement to use the Services and Trade Marks strictly for the purposes of supplying the Services to the End Users and otherwise
performing its obligations set out in this Agreement.
6.3 The Channel Partner shall ensure that its use of the Trade Marks is in a manner approved by Servassure and accompanied by an acknowledgement, in a form
approved by Servassure, that the Trade Marks are trade marks (or registered trade marks) of Servassure.
6.4 The Channel Partner shall not without the prior written consent of Servassure:
6.4.1 use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of Servassure;
6.4.2 use in relation to any document displaying the Trade Marks any trade marks, trade names, brands and logos other than the Trade Marks, without obtaining the
prior written consent of Servassure (such consent not to be unreasonably withheld or delayed); or
6.4.3 use any trade marks, trade names, brands and logos so resembling any Trade Mark as to be likely to cause confusion or deception.
6.5 The Channel Partner shall not use, resell or sub-license or supply the Services other than in accordance with this Agreement. Except for use in accordance with this
Agreement, the Channel Partner shall have no rights in respect of any Trade Marks used by Servassure relating to the Services. The Channel Partner shall not acquire any
rights in respect of any Trade Marks and all such rights and goodwill are, and shall remain, vested in Servassure or its licensors.
6.6 Upon the Channel Partner becoming aware of any improper or wrongful use of Trade Marks or any associated Intellectual Property Rights, the Channel Partner shall
inform Servassure of such use and shall (if requested) assist Servassure in taking any steps in connection with the protection or defence thereof as Servassure may
determine.
7. LIABILITY
7.1 In no event shall Servassure be liable for any loss or damage caused by the failure of the Channel Partner to perform Channel Partner’s responsibilities.
7.2 This Clause 7 and sets forth the entire Liability of Servassure to the Channel Partner, and the Channel Partner’s sole and exclusive remedies in respect of:
7.2.1 performance, non-performance, purported performance, delay in performance or mis-performance of this Agreement or any Service Contract or of any goods or
services or software in connection with this Agreement or any Service Contract; or
7.2.2 otherwise in relation to this Agreement or any Service Contract; or
7.2.3 entering into this Agreement or any Service Contract.
7.3 Servassure does not exclude its Liability for:
7.3.1 its fraud; or
7.3.2 death or personal injury caused by its Breach of Duty; or
7.3.3 any breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or
7.3.4 any other Liability which cannot be excluded or limited by applicable law.
7.4 Subject to the rest of this Clause 7, Servassure does not accept and hereby excludes any Liability for Breach of Duty other than any Liability arising pursuant to the
terms of this Agreement.
7.5 Subject to the rest of this Clause 7, Servassure shall not have any Liability to the Channel Partner in respect of any indirect or consequential losses, damages, costs or
expenses including:
7.5.1 loss of actual or anticipated profits;
7.5.2 loss of contracts;
7.5.3 loss of use of money;
7.5.4 loss of anticipated savings;
7.5.5 loss of revenue;
7.5.6 loss of goodwill;
7.5.7 loss of reputation;
7.5.8 loss of business;
7.5.9 loss of operation time;
7.5.10 loss of opportunity; or
7.5.11 loss of, damage to or corruption of, data (except to the extent that the relevant Service Contract requires Servassure to be responsible for loss of, damage to or
corruption of, data);
7.6 Subject to Clause 3.5 of this Agreement, and Subject to the rest of this Clause 7 and the exclusions and limits set out in the rest of this Agreement, the total
aggregate Liability of Servassure arising out of or in connection with a claim or claims made by the Channel Partner in respect of loss or damage suffered by the other
shall be limited to £25,000. For Clarity, Clause 31.2 of the Contracting Terms and Conditions in Appendix D shall apply to the Service Contracts,
7.7 The limitation of Liability under Clause 7.6 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising because
of the invalidity or unenforceability of any term of this Agreement.
7.8 The Channel Partner acknowledges and accepts that Servassure only provides the Services to it on the express condition that Servassure will not be responsible for
nor shall it have any Liability to the Channel Partner or any third party directly or indirectly for:
7.8.1 inaccuracies or errors in or omissions from any data provided by the Channel Partner or its employees, agents, contractors, Channel Partners,to End Users or their
other suppliers; or
7.8.2 inaccuracies or errors in or omissions from any Services as a result of any source or information maintained or provided by a third party; or
7.8.3 any act or omission of the Channel Partner, its employees, agents, contractors, Channel Partners, End Users or any third party.
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7.9 In this Clause 7:
7.9.1 "Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill
in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty); and
7.9.2 "Liability" means liability in or for breach of contract, Breach of Duty,
misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement or any Service Contract,
including, without limitation, liability expressly provided for under this Agreement or any Service Contract or arising by reason of the invalidity or unenforceability of any
term of this Agreement or any Service Contract (and for the purposes of this definition, all references to "this Agreement" shall be deemed to include any collateral
contract).
8. CONFIDENTIALITY
8.1 Each party shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether before, on or after the date of this
Agreement) and shall not use nor disclose the same save:
8.1.1 for the purposes of the proper performance of this Agreement; or
8.1.2 as otherwise permitted by this Agreement; or
8.1.3 with the prior written consent of the other party.
8.2 Where one party discloses Confidential Information of the other party to its employee, consultant, subcontractor, supplier, Channel Partner, End User, agent,
professional adviser, auditor or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 8. Each party shall use its reasonable endeavours to
ensure that any such employee, consultant, subcontractor, supplier, Channel Partner, End User, agent, professional adviser, auditor or insurer complies with such
obligations.
8.3 Each party shall at all times:
8.3.1 adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other Party from
inadvertent disclosure or release to unauthorised persons; and
8.3.2 hold the Confidential Information of the other Party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its
own confidential information.
8.4 The obligations of confidentiality in this Clause 8 shall not extend to any matter, which either party can show:
8.4.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this Agreement; or
8.4.2 was in its written records prior to receipt from the other party; or
8.4.3 was independently developed by it; or
8.4.4 was independently disclosed to it by a third party entitled to disclose the same.
8.5 If either party is required to disclose the Confidential Information of the other party under any applicable law, or by order of a court or governmental body or
authority of competent jurisdiction, then the party so required shall, prior to any disclosure where practicable, notify and consult with the other party and, at the other
party's request and cost, assist that other party in opposing any such disclosure.
8.6 Neither party shall make any announcement of any kind in respect of the subject matter of this Agreement except with the prior written consent of the other party
(not to be unreasonably withheld or delayed) or as is required by law.
8.7 Servassure may identify the Channel Partner as its customer and the Channel Partner may identify Servassure as its supplier and the type of Services provided by
Servassure, provided that in doing so neither party shall (without the other's prior written consent) reveal any Confidential Information of the other party.
8.8 The obligations under this Clause 8 shall continue after termination of this Agreement for whatever reason.
9. TERMINATION
9.1 Notwithstanding anything else contained herein, this Agreement may be terminated:
9.1.1 by either party immediately by giving notice to the other if:
(a) the other party is in material breach of any of its obligations under this Agreement or any Service Contract which is incapable of remedy; or (b) the other party fails to
remedy, where capable of remedy, any material breach of any of its obligations under this Agreement or any Service Contract after having been required in writing to
remedy such breach within a period of no less than 30 days; or (c) the other gives notice to any of its creditors that it has suspended or is about to suspend payment or if
it shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the winding-up of the
other party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other party or a receiver and/or
manager or administrative receiver is appointed in respect of all or any of the other party's assets or undertaking or circumstances arise which entitle the court or a
creditor to appoint a receiver and/or manager or administrative receiver or administrator which entitle the court to make a winding-up or bankruptcy order or the other
party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt;
9.1.2 by Servassure immediately by giving notice to the Channel Partner if: (a) the Channel Partner fails to pay in full on the due date any sums owing under this
Agreement; or (b) the Channel Partner shall sell, assign, part with or cease to carry on its business or that part of its business relating to the resale of the Services or
Deliverables; or (c) the control (as defined for the purposes of Section 416 of the Income and Corporation Taxes Act 1988) of the Channel Partner shall be transferred to
any person or persons other than the person or persons in control of the Channel Partner at the Effective Date.
10. EFFECTS OF TERMINATION
10.1 Upon the expiry or termination of this Agreement for any reason:
10.1.1 all Service Contracts shall run to the end of their contracted term;
10.1.2 Outstanding unpaid invoices rendered by Servassure shall become payable by the Channel Partner 7 calendar days after the final day that this Agreement is in
effect and invoices in respect of Services ordered or provided prior to termination but for which an invoice has not been submitted shall be payable 7 calendar days of
the of the invoice date
10.1.3 The Channel Partner shall cease to promote, market or advertise the Services or to make any use of the Trade Marks;
10.1.4 The Channel Partner shall have no claim against Servassure for compensation for loss of distribution rights, loss of goodwill or any similar loss;
10.1.5 The Channel Partner shall promptly provide all co-operation to Servassure to enable Servassure or any third party designated by Servassure to continue supplying
Services to existing End Users; and
10.1.6 Subject as otherwise provided in this Agreement and to any rights or obligations, which have accrued prior to termination, neither party shall have any further
obligation to the other under this Agreement.
10.2 Expiry or termination of this Agreement will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended
to come into or continue in force on or after such termination.
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11. NOTICES
11.1 Any notice in connection with this Agreement shall be in writing and may be delivered by hand, pre-paid first class post, email or facsimile, addressed to
Servassure or the Channel Partner at their registered office address, or such other address, email, address or facsimile number as may be notified in writing from time to
time.
11.2 The notice shall be deemed to have been duly served;
11.2.1 if delivered by hand, when left at the proper address for service;
11.2.2 if given or made by prepaid first class post or Special Delivery post, 48 hours after being posted or in the case of Airmail 14 Business Days after being posted;
11.2.3 if given by email, when sent to the recipient at a previously agreed email address; or
11.3 if given or made by facsimile, at the time of transmission, provided that a confirming copy is sent by first class pre-paid post to the other party within 24 hours
after transmission;
provided that, where in the case of delivery by hand, email or transmission by facsimile, such delivery or transmission occurs either after 4.00 p.m. on a Business Day, or
on a day other than a Business Day, service shall be deemed to occur at 9.00 a.m. on the next following Business Day (such times being local time at the address of the
Recipients)
12. GENERAL
12.1 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right or extend to or affect any other or
subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish that party's rights under this Agreement.
12.2 Save as expressly provided herein, this Agreement (together with the relevant Service Contract) shall operate to the entire exclusion of any other agreement,
understanding or arrangement of any kind between the parties hereto preceding the date of this Agreement and in any way relating to the subject matter of this
Agreement and to the exclusion of any representations not expressly stated herein save for any fraudulent misrepresentations or any misrepresentation as to a
fundamental matter. Each party acknowledges that it has not entered and will enter into this Agreement or any Contract based on any representation that is not
expressly incorporated into this Agreement or any Contract.
12.3 This Agreement (together with the relevant Contract) constitutes the whole agreement and understanding of the parties as to the subject matter hereof and there
are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
12.4 If any Clause shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no
way affect any other Clause or part of any Clause, all of which shall remain in full force and effect.
12.5 Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties.
12.6 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
12.7 This Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English
courts.
12.8 This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each party to this
Agreement may enter into it by signing any such counterpart.
12.9 No change to this Agreement shall be binding unless it is agreed in writing signed by each of Servassure and the Channel Partner and expressed to be for the
purpose of such amendment.
12.10 During the term of this Agreement Servassure is likely to obtain knowledge of a confidential nature in respect of the End User by virtue of the provision of the
Services pursuant to this Agreement. Each such End User shall be known as a “Restricted Company”. Servassure shall not solicit or entice away or endeavour to entice
away from the Channel Partner, the provision of any Services supplied to the End User pursuant to this Agreement from any Restricted Company with whom the
Supplier has had dealings as a result of, pursuant to or as a consequence of the performance of its duties under this Agreement for the duration of the Agreement, or
for a period of 6 months following the expiry or termination of the Agreement.
12.11 Neither party shall, except with the prior written consent of the other, during the term of this Agreement and for a term of 6 months thereafter, solicit the
services of any employee of the other party who has been engaged in the provision of the Services pursuant to this Agreement or any significant part either as principal,
agent, employee, independent contractor or any other form of employment or engagement other than by means of a national advertising
campaign open to all-comers and not specifically targeted at such staff of the other party.
12.12 Both parties must comply with the Data Protection Act 1984 when dealing with information given to the other party under the Agreement.
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Appendix A
Logo Use
The Channel Partner shall only use the Servassure logo as shown above in connection with Service Contracts raised to it, or its
End User(s) under this Framework Agreement.
The Channel Partner shall not deconstruct this logo in any manner. The logo will be made available in electronic copy if
requested by the Channel Partner. If resizing this logo, the Channel shall ensure that it retains the “lock aspect ratio” when
formatting the picture.
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Appendix B
Service Charges
Maintenance Service Contracts
Servassure offers the Channel Partner a range of standard service levels agreements (SLAs) as more specifically described in
Schedule 1 – Maintenance Services on a variety of telephony equipment, hardware and software inclusive as detailed in
Appendix C – Maintenance Matrix.
Service Charges by SLA
The standard service levels are charged by Servassure on items under the Maintenance Matrix to the Channel Partner using the
wholesale percentages below and dependant on the SLA and minimum contract period to be applied.
The Channel Partner shall apply the appropriate percentage to the RRP price of each and every item of equipment (hardware
and software, including handsets) that is to be maintained.
Table A
Cover Level
1 Year
3 Years
5 Years
Bronze
6.5%
6.0%
5.5%
Silver
8.5%
7.5%
7.0%
Gold
10.0%
8.5%
8.0%
Platinum
12.0%
10.0%
9.0%
Platinum Plus
15.0%
13.0%
12.0%
The above percentages are applicable to England, Scotland and Wales only and there is a minimum fee per single site,
dependent on the Service Level option chosen; please refer to Table C.
Servassure are able to offer customised service levels. The Channel Partner should apply via your Account Manager for such
bespoke Services if required.
Price on Application:
The Channel Partner should apply via your Account Manager for Service Charges on the following items.
- All manufacturer software support programmes
- Avaya ACM, Mitel Call Centre or other Call centre applications
- *Nortel Option 61 or option 81
- Samsung 7200
- Siemens Hipath 4000/7000/8000
- Others telephony platforms not listed in the Manufacturer’s Matrix in Appendix C including any call loggers, peripheral
music on hold, peripheral voicemail systems or similar.
- Offshore geographic locations including Ireland, Isle of Wight, Shetland Isles, Jersey/Guernsey and International Sites
Maintenance Exclusions:
Servassure do not offer maintenance services as standard on the following items. The Channel Partner may apply via your
Account Manager for such bespoke Services.
- Plain Ordinary Telephones (i.e. POTs / non-proprietary handsets)
- Fax Machines
- Answer Machines
- Uninterrupted power supplies
- Headsets
- Other similar peripheral equipment
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Service Charges – Price Per Port
For instances where the equipment list is not available so that the RRP may be deduced, Servassure also provide a price per
port mechanism which is available on the Servassure Portal.
- All price per port quotations are subject to a minimum fee per single site, dependent on the Service Level option
chosen; please refer to Table C.
- All price per port pricing is for UK mainland only, i.e. excludes offshore geographic locations such as Ireland, Isle of
Wight, Shetland Isles, Jersey/Guernsey and International Sites.
- When constructing a quotation, please note there are price per port charges to provide maintenance on the core PBX
equipment and proprietary handsets and there are additional price per port charges to provide maintenance on applications.
- All Avaya ACM, Mitel Call Centre or other call centre applications, or other applications not listed in the price per port
table are price on application from your Account Manager
Service Charges – Chargeable Maintenance Works
In all price instances in this Agreement:
- Monday – Friday are prices for Service during the hours 09:00 – 17:00
- OOH means Out of Hours Monday to Friday i.e. 17:01 – 08:59
Table B:
Chargeable Maintenance - Time Related Charges
Resource Type
System Engineer Call Out (includes 2 hours)
System Engineer Call Out (includes 3 hours)
System Engineer Subsequent Hourly Rate
Specialist Engineer Call Out (includes 2 hours)
Specialist Engineer Call Out (includes 3 hours)
Specialist System Engineer Subsequent Hourly Rate
Remote System Engineer Hourly Rate
Remote Technical Specialist Hourly Rate
Abortive Visit
Mon - Fri
£140.00
-£48.00
£210.00
-£72.00
£44.00
£65.00
£140.00
OOH/Saturday
-£284.00
£72.00
-£426.00
£108.00
£66.00
£100.00
£210.00
Sunday
-£400.00
£95.00
-£600.00
£144.00
£88.00
£130.00
£210.00
Bank
Holiday
-£600.00
£145.00
-£900.00
£216.00
£132.00
£200.00
£210.00
Table B Conditions:
• System Engineers are voice engineers only
• Specialist Engineers are voice applications engineers, i.e. call centre, unified communications etc
• Abortive visits are charged unless written cancellation is received more than 24 hours in advance of the attendance. If bookings are
arranged within 24 hours of attendance then cancellations must be received before 16:00 (4pm) on the day before attendance.
Table C:
Minimum Maintenance Fees
Service Level Option
£ (GBP)
Bronze
£150.00
Silver
£250.00
Gold
£350.00
Platinum
£450.00
Platinum Plus
£650.00
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Professional Service Contracts
Before using the following tables to calculate the Services required, please be aware of the related conditions for the basis of
calculations situated below each table as relevant. In all price instances in this Agreement:
Table 1:
Installation - Time Related Charges
Resource Type
Mon - Fri
System Engineer Half Day Rate
£200.00
System Engineer Full Day Rate (also MAC day rate) £400.00
System Engineer Subsequent Hourly Rate
£48.00
Specialist Engineer Half Day Rate
£300.00
Specialist Engineer Full Day Rate
£600.00
Specialist System Engineer Subsequent Hrly Rate £72.00
Remote System Engineer Hourly Rate
£44.00
Remote Technical Specialist Hourly Rate
£65.00
Abortive Visit
£140.00
Table 1 Conditions:
OOH/Saturday
£300.00
£600.00
£72.00
£450.00
£900.00
£108.00
£66.00
£100.00
£210.00
Sunday
£400.00
£800.00
£95.00
£600.00
£1,200.00
£143.00
£88.00
£130.00
£210.00
Bank Holiday
£600.00
£1,200.00
£145.00
£900.00
£1,800.00
£218.00
£132.00
£200.00
£210.00
• Monday – Friday are prices for Service during the hours 09:00 – 17:00
• OOH means Out of Hours Monday to Friday i.e. 17:01 – 08:59
• System Engineer day rates are based upon maximum installation of 20 extensions per day
• System Engineers are voice engineers only
• Specialist Engineers are voice applications engineers, i.e. call centre, unified communications etc
• Abortive visits are charged unless written cancellation is received more than 24 hours in advance of the attendance. If bookings are
arranged within 24 hours of attendance then cancellations must be received before 16.00 (4pm) on the day before attendance.
Table 2:
Installation – Commissioning Charge
Telephone System Commissioning Charge
0-40 voice extensions
251- 1000 voice extensions
1001+voice extensions
Data System Commissioning Charges
0-350 ports
351+
Mon - Fri
£20.00
£15.00
£13.00
£11.00
£8.00
POA
OOH/Saturday
£30.00
£22.50
£19.50
£16.50
£12.00
POA
Sunday
£40.00
£30.00
£26.00
£22.00
£16.00
POA
Bank Holiday
£60.00
£45.00
£39.00
£33.00
£24.00
POA
£3.00
POA
£4.50
POA
£6.00
POA
£9.00
POA
Table 2 Conditions:
• The above prices are per voice extension only and exclude the installation of applications (see Table 3)
• There is a minimum charge of 10 voice extensions i.e £200.00 per telephone system commissioning
• There is a minimum charge of 50 ports i.e £200.00 per data system commissioning
• Maximum number of ports for data commissioning charge 350, for larger installs apply via your Account Manager:
[email protected]
•The pricing structure is only applicable to solutions which do not contain system based resiliency. Where system based resiliency is included
in the solution, pricing is available on application via your Account Manager: [email protected]
08700 84 30 30
Table 3:
Installation Charges for Applications
e.g. TDM voice mail, auto attendant, operator consoles
IP voice mail boxes (min 30)
Call Centre Applications
£300.00
£5.00
POA
Table 3 Conditions:
• Each application installation is to be charged at the Specialist Engineer 1/2 day rate (£300), except IP voice mail applications which are to
be charges at minimum charge £150
• Charges are Monday – Friday 09:00 to 17:00 only; POA at all other times.
• The pricing structure is only applicable to solutions which do not contain system based resiliency. Where system based resiliency is
included in the solution, pricing is available on application via the Commercial Team: [email protected]
Table 4:
Cabling Charges
New wiring (1308) per connection
Structured Cabling per connection
£37.00
£60.00
Table 4 Conditions:
• All cabling is subject to each of the following conditions being met, where any of the following are not satisfied then a site survey
is required:
- a maximum 5 outlets;
- a maximum cable run of 100m per connection;
- no civil works required;
- no overhead cabling required;
- works to be undertaken Monday – Friday 09:00 to 17:00 only
• All cabling requests are subject to a minimum fee of £200.00 per request.
Project Management Services
Project Management – Incorporating Prince 2 methodology at every level, Project Management covers the complete installation
process, focusing on fault prevention, engineering efficiency & customer service and consists of the following:
- Manage the availability of hardware and engineering resource
- Liaises with 3rd party contractors
- Monitor project progress and provide project updates
- Establish the scope of the project – requirements / risks / tolerances
- Produce full project documentation
- Acts as the point of escalation, liaising with all parties with respect to progress and issues
- Ensure that all objectives and deliverables are achieved as desired or within agreed tolerances, with minimum
disruption to customer’s environment
- Act as a single responsible point of contact to coordinate the project to a successful, on time and within budget
conclusion
Project Coordination - consists of the following activities:
- Office-based liaison point for customers during installation
- Work closely with field project managers / engineering team to ensure smooth supply and installation of new
telecommunications/data equipment at customer sites
- Responsible for the ordering of lines and equipment
- Liaison with suppliers
- Confirm engineering resource
- Project planning and customer liaison
08700 84 30 30
Table 5:
Project Management
Project Co-ordinator
0-40 ports or extensions
251+ ports or extensions
Project Manager
per day rate
Mon - Fri
£80.00
£150.00
£195.00
£275.00
POA
Saturday
------
£440.00
£660.00
Sunday
-----£880.00
Bank Holiday
-----£1320.00
Table 5 Conditions:
• Project coordinator charges must be applied to the sale
• Project Manager day rates are based upon maximum installation of 40 voice extensions per day
• It is highly recommended that project management is applied to installs over 50 ports
• Minimum number of 2 days apply for Project Management.
Refurbishment Services
Handset Repair includes:
- Collection of handset(s)
- Complete handset repair up until ‘Beyond Economical Repair’
- Return Delivery
Handset Refurbishment includes:
- Collection of handset(s)
- New cables
- New cards & plastic (inserts)
- Cleaning
- Testing
- Return Delivery
Handset Removal & Disposal
Collection of handsets from customer sites and arrangement of safe disposal.
Table 6:
Refurbishment Services
TDM Phone Refurbishment per phone
IP Phone Refurbishment per phone
Conference Phone Refurbishment
TDM Phone Repair per phone
IP Phone Repair per phone
Conference Phone Repair per phone
Phone Removal and Disposal (minimum charge 5 phones)
£24.00
£28.00
£28.00
£28.00
£36.00
£64.00
£7.00 per phone
Table 6 Conditions:
• Phone removal – price applicable if engineer already onsite. Postage and packaging costs must be applied at all other times (see table 8)
• Phone repair & removal – costs exclude postage and packaging (see Table 8)
• Charges are Monday – Friday 09:00 to 17:00 only; POA at all other times.
08700 84 30 30
General Services
Pre-Sales Service - assists sales teams in winning contracts by performing consultancy and creating provisional solution designs
which meet customer’s requirements and deliver appropriate margins. Identifying and recommending solutions appropriate to
customers needs. Service includes the following:
- Accountability for accuracy of designs based on nominated vendor platform and validated by relevant technical authority.
- Maximising and justifying levels of professional services required to deploy solutions successfully.
- Accuracy of cost schedules associated to designs.
- Highlighting to sales dependencies and caveats on provisional designs.
- Technical Presentations and assisting in formal bid responses.
- Establishing customers needs based on scant information from sales people.
- Establishing customers existing infrastructures.
- Ensuring specification of solution designs adequately meet customer requirements.
- Articulating solution benefits to potential customers.
- Escalating to network architecture requirements outside personal knowledge zone
Logistics & Storage - Provision of warehousing space for storage of stock for which customers do not have the room for
themselves; moreover, Servassure also provides logistical support to customers who wish us to handle the physical movement
and distribution of the stored items. Logistics & Storage services include:
- Collection and return (can cover multiple locations)
- Pallets
- Packaging
- Inventory of items
- Secure Storage
Table 7:
Other Charges
Cabling, Comms Room, Voice and Data Platform Survey (<50 devices per day)
Overnight Stay (per engineer / project manager)
Travel Expenses greater than 200 miles
Travel Expenses Offshore and International Locations
Logistics and Storage (Call 01279 624545)
£400.00
£90.00
£120.00
POA
POA
Table 7 Conditions:
• Travel Expenses are applied at this charge rate for any UK mainland destinations where a specific engineer has been requested to attend a
location which is over 200 miles from his normal place of work and to more remote locations including Shetland Isles
• Travel Expenses - Offshore includes Ireland, Isle of Wight, Shetland Isles, Jersey/Guernsey
• Overnight Stays are chargeable, per night where an engineer / project manager attendance is required for a specific piece of work which will
run over a number of consecutive days
• Charges are Monday – Friday 09:00 to 17:00 only; POA at all other times with the exception of Remote MACS where you can refer to Table
1 for fulfilment at other times.
08700 84 30 30
Table 8:
Postage & Packaging
Number of Handsets
1 to 5
6 to 15
16 to 25
26 to 50
51 to 100
101 to 200
201 to 300
301 to 400
401 to 500
Other Goods
Cost
£8.00
£16.00
£20.00
£24.00
£32.00
£40.00
£48.00
£56.00
£64.00
POA
Table 9:
ICT Engineering Services - Time Related Charges
Resource Type
ICT Engineer Call Out (includes 2 hrs)
ICT Engineer Half Day Rate
ICT Engineer Full Day Rate
ICT Engineer subsequent hourly rate
Mon - Fri
£170.00
£340.00
£500.00
£70.00
Table 8 Conditions
• Charges are for deliveries Monday – Friday 09:00 to 17:00 only; POA at all other times.
ICT Specialist Engineer Call Out (includes 2 hrs)
ICT Specialist Engineer Half Day Rate
ICT Specialist Engineer Full Day Rate
ICT Specialist Engineer subsequent hourly rate
ICT Engineer remote works hourly rate
Abortive Visit
£230.00
£450.00
£670.00
£90.00
£70.00
£170.00
OOH/Saturday
£255.00
£510.00
£750.00
£105.00
£345.00
£675.00
£1,005.00
£135.00
£105.00
£255.00
Sunday
£340.00
£680.00
£1,000.00
£140.00
£460.00
£900.00
£1,340.00
£180.00
£140.00
£255.00
Bank Holiday
£510.00
£1,020.00
£1,500.00
£210.00
£690.00
£1,350.00
£2,010.00
£270.00
£210.00
£255.00
Table 9 Conditions:
•ICT Engineer i.e. Desktop, ADSL, Switches, Layer Two and similar
•ICT Specialist Engineer i.e. Cisco routers, lease line, fire walls, servers, layers three, VLANS
•All remote works are charged on an hourly basis, or part thereof, unless the Channel Partner opts for a pre-paid ICT Package of 20 hours at a cost
of £1,500.00 payable in advance. When the Channel Partner opts for this package then the actual minutes used per request are deducted from
the package on an as used basis. All ICT Package minutes are to be used during Monday to Friday 09:00 – 17:00.
•Abortive visits are charged unless written cancellation is received more than 24 hours in advance of the attendance. If bookings are arranged
within 24 hours of attendance then cancellations must be received before 16:00 (4pm) on the day before attendance.
08700 84 30 30
Appendix C
Maintenance Matrix
The Service Charges in Appendix B are applicable on the following hardware and applications outlined in table A respectively only:
Table A
Aastra
Business Phone 50
Business Phone 250
VMU-HD
Table A
Nitsuko
32i
96i
24
328i
Dect
Smart Office
Smart Office Nec VM
Voicemail
Panasonic
KXT
KXTD
KXTA
DBS
SDBS
KXDA
SBS
TVM 50 / 200
GX
LG Goldstar
GDK 162
GDK 186
GDK 34a
GDK 34i
GDK 70
GDK 100
Micro
GSX 406
GSX 816
GSX 1832
GSX 3672
Mitel
3300
SX2000
SX50
YA
6100 Call Centre
Tele Worker
Ops Manager
3100
Imagination
Nupoint
Avaya
IP Office
IP Office Contact Centre CC5
IP Office Voicemail PRO
INDeX
INDeX CTI
INDeX DRC
Definity
S8000 Series
Toshiba
DK280
DK40
DK16
DK24
DK278
Strategy
CTX
CT
Nortel
BCM50 / 200 / 400
Voicemail
IP S / P
Call Centre
Call Pilot
Norstar
Compact
Module
Plessey GPT
Masterline
Siemens
Hicom / HiPath Office
Office Com 3550
Office Point 3350
Office 3750
HiPath,
Hicom 112 / 118
Hicom 110 / 120
Hicom 125 / 130
Hicom 150
ISDX
LAN Express
Table B
Maintenance service are not offered on the Service Charges presented in Appendix B, for all of the following items in table B
respectively; price on application only:
Table B
Avaya
Definity Audix
Vector
Alcatel
Various models
BT Systems
Featureline
Pathway
Renown
Revelation
Herald
Pentara
Marquis
Mobile
Various
NEC
XN120
Aspire
Aspire Direct
IP Phones
Message Manager
MySystem
MyPhone / Comsole
Phillips
K1-24
K512
K824
K308
S15-35
Oak
Vox Pro Win 3.1 VM
Vox Box VM Lite
Nortel
Meridian Option 11
Meridian Option 51
Meridian Option 61
Meridian Option 81
Mail Call Pilot
Other
HP Data Switches
3Com CVX
Cisco
Proteus Call Loggers
Speech Design VM
PTS INDeX
AVT
Valcom PA
Wallboards
Cabling
08700 84 30 30
Appendix D
Contracting Terms and Conditions
Servassure enter Service Contracts with the Channel Partner on the following terms
and conditions for each and any of the Services that the Channel Partner procures
under this agreement in the form indicated in the relevant schedule:
1 Definitions
1.1 The following words have the following meaning:
“The Agreement” means these contracting terms and conditions and the
Customer Order Form.
“BT” means British Telecommunications Plc.
“Customer” means the company, partnership, sole trader or other legal
entity named in the Customer Order Form.
“Customer Order Form” means the accompanying document titled Customer
Order Form containing details of the Customer and the Services.
“Data Services” means the Services relating to data as specified in the Customer
Order Form.
“Equipment” means any Equipment supplied by Servassure to the Customer.
“Line Rental” means rental of the Customer’s ISDN or Analogue line(s)
previously supplied by BT.
“Minimum Term” means the minimum term in the Customer Order Form or,
where applicable, the term specified in a particular section of these
contracting terms and conditions.
“MLU Access” means the automatic insertion of the unique Servassure
access code by a unit provided by Servassure.
“Network Services Plan” means the particular Network Services Plan
specified in the Customer Order Form.
“Owner” means Servassure.
“Preferred Commencement Date” means the preferred date on which
that particular Service is due to commence.
"Servassure", A Daisy Group PLC Business. (Registered No. 6977942 at Registered
office Daisy House, Lindred Road Business Park, Nelson, Lancashire, BB9 5SR). All
references to Servassure, shall incorporate all references to Daisy Group PLC, its
Subsidiaries and/or Holding Company
“Servassure Designated Carrier Network” means the telecommunications network.
“Services” means the services requested by the Customer as particularised in the
Customer Order Form.
“Site” means the place of business at which the Services and Equipment
are to be provided as specified in this Agreement.
“Software” means any computer programme that was on the Equipment
when supplied or that the Customer received separately.
1.2 Headings are inserted for ease of reference only and do not affect
the interpretation of this Agreement.
NETWORK SERVICES
2 Period of Service
2.1 Subject to any other rights of termination in the Agreement, either
party may cancel the provision of the Services at any Site by giving no less
than 90 days written notice to the other party not to expire before the end
of the Minimum Term.
2.2 If the customer migrates its call traffic from Servassure network
before the expiry of the notice referred to in 2.1, Servassure reserves its
right to invoice an amount equal to the Customer’s average monthly gross
profit multiplied by the number of months remaining in the Minimum Term.
3 Changes to the Servassure Designated Carrier Network, Services or Equipment:
3.1 Servassure may at any time change the Servassure Designated
Carrier Network, the Services or any Equipment; (a) if it needs to do so to comply
with any applicable safety or other statutory requirements; or (b) where the
change does not materially detract from the quality or performance of the
Services.
3.2 Servassure will pay for any change to the Servassure Designated
Carrier Network, Services or Equipment made under this clause.
4 Charges and Payment
4.1 Servassure will charge the Customer at the prices set out in the
Network Services Plan (as amended by Servassure from time to time).
Servassure will invoice the Customer monthly in arrears and the Customer
must pay the charges by the fourteenth day (14th) after the date of invoice
by Direct Debit. If the Customer fails to make any payment within 14 days of the
date of invoice Servassure may require the Customer to pay all sums due under this
Agreement on demand. Clause 38 below will apply to late payment.
4.2 Servassure may at any time increase the charges by giving the Customer 30 days
written notice or if less as much notice as reasonably possible in the circumstances.
4.3 Servassure may, on seven days written notice to the Customer, stipulate a
reasonable monetary limit that will apply to all charges due or which may become
due to Servassure from the Customer. If at any time the amount of charges payable
to Servassure exceeds the stipulated monetary limit, Servassure will immediately
notify the customer and any amounts incurred in excess of the stipulated monetary
limit will immediately become due and payable.
LINE RENTAL
5 Terms of service
The Customer agrees that signing this Agreement will terminate any prior line rental
agreement with BT. The Customer authorises Servassure to use all information the
Customer provides in order to liaise directly with BT. In signing this Agreement the
Customer agrees to take the line rental services specified in the Customer Order
Form for a minimum term of 24 months. Following the minimum term, the line
rental services shall continue until terminated by either party giving no less than 90
days written notice to the other party.
6.1 Servassure will invoice the Customer quarterly in advance for Line
Rental and the Customer must pay the charges by direct debit by the
fourteenth day (14th) after the invoice date. If the Customer fails to make
any payment within this timeframe Servassure may require the Customer
to pay all sums due under this Agreement on demand. Clause 38 below
will apply to late payment.
6.2 Servassure may, by giving the customer 30 days written notice,
increase the charges for the service.
MOBILE SERVICES AGREEMENT
7 Period of Service
7.1 Under the terms of this agreement the Customer may be supplied
with a number of cellular connections (lines) at different times at the
Customer’s own request. Each supply will be for a minimum term of 13
months from the date of the order and, subject to any other right of
termination under the Agreement, may only be terminated by giving 90
days notice in writing not to expire before the end of the minimum term.
7.2 Where Servassure has provided further equipment in respect of any
line at a subsidized price (upgrade) or financial support in lieu of
equipment (upgrade support) then the minimum term that relates to that
line is extended by a further period equal to the minimum term from the
date of supply of the upgrade or upgrade support.
7.3 If the Customer terminates the Agreement in breach of these terms
and conditions the Customer will be obliged to pay the monthly access charges in
relation to each line supplied until the earliest date that the Customer would have
been entitled to end each supply.
7.4 When this Agreement is terminated Servassure will disconnect the
Customer from the network and it must pay all charges owed to
Servassure under the Agreement.
8 Service
8.1 Servassure will connect the Customer to the appropriate cellular network and
will maintain that connection so far as it remains within its reasonable control to
do so. Servassure shall not be responsible for the coverage or quality of the
service that the Customer receives from the network.
8.2 Servassure‘s standard service does not include the facility to make international calls
or to make or receive calls whilst abroad. These facilities can be made available by prior
request to Servassure and may require payment of a deposit.
08700 84 30 30
9.1 The Customer will be charged for all use of the lines supplied including; (a) A
monthly access charge which is payable one month in advance, ogether with
payment for any extra services which Servassure is providing to the Customer; (b)
Call charges for all calls made in the previous month according to the Servassure
tariff which the Customer has chosen; (c) In the event that the Customer chooses
to use the telephone abroad, these charges will include all incoming calls that the
Customer receives during that period.
9.2 The Customer must pay all invoices issued by Servassure within 14 days of the
date of invoice by Direct Debit. If the Customer fails to make any payment within
14 days of the date of invoice Servassure may require the Customer to pay all
sums due under this Agreement on demand. Clause 38 below will apply to late
payment.
9.3 If the network provider exercises any right against Servassure to withhold or
claw-back payments made by the network operator to Servassure, Servassure
shall be entitled to charge, claw-back or adjust payments, tariffs or discounts
made or given by Servassure to the Customer to the extent that they are based
upon payments from the network operator.
9.4 If any cellular connection is not being used for commercial purposes
then Servassure shall be entitled to charge, claw-back or adjust any payments,
tariffs or discounts made or given in respect of that connection.
9.5 Servassure may, by giving the customer 30 days written notice, increase the
charges for the service.
10 Transfer of Number
In the event that the Customer wishes to change its mobile services supplier after
the relevant minimum term has expired, Servassure will arrange for the transfer of
the telephone number to the new supplier providing that the Customer has given
the appropriate period of notice to terminate that supply and upon the payment
of a reasonable administration fee and upon all sums due to Servassure under
this Agreement being paid up to date, together with the payment of a deposit in
respect of unbilled calls.
DATA SERVICES
11 The Data Services
11.1 Servassure shall provide the Data Services to the Customer according to the
terms of the Agreement. A Minimum Term applies.
11.2 Servassure may obtain telecommunications services from a carrier in order to
supply the Data Services to the Customer. The Customer accepts that it is
technically impracticable to provide telecommunications services which are
entirely free of faults and Servassure does not undertake to do so.
11.3 The Customer accepts that it may not be able to receive the Data Services
due to certain technical restrictions. If such technical restrictions are discovered
after the date of the Agreement, Servassure shall have the right to immediately
terminate the Agreement in whole or in part without prejudice to any of its rights
under the Agreement.
12 Charges
12.1 Servassure shall provide the Customer with the Data Services in exchange for
the charges as set out in this Agreement. Unless otherwise agreed in writing, the
charges shall be payable quarterly in advance from
the start of the Minimum Term. Payment must be by direct debit and will be
due 14 days after the invoice date. If the customer fails to make any payment
within 14 days of the date of invoice Servassure may require the customer to
make all payment due under the Agreement. Clause 38 below will apply to late
payment.
12.2 Any installation fees associated with the Data Services shall be payable
within 14 days of the date on which they are invoiced.
12.3 All fees are subject to change from time to time in the event that the
carrier increases its fees to SERVASSURE. Details of any such increase shall be
provided to the Customer as soon as reasonably possible.
13 Your use of the Data Services
The Customer shall not make any unauthorised commercial use of the Data
Services. The Customer agrees to keep full and accurate records of all operating
units with which the Data Services are enabled and shall permit Servassure to
review and evaluate such records from time to time to ensure compliance with the
Customer’s obligations in connection with the Data Services.
14 Termination
14.1 The Customer may terminate the Agreement by giving Servassure 90 days
notice in writing not to expire before the end of the Minimum Term.
If the Customer terminates the Agreement before the end of the Minimum
Term, Servassure shall be entitled to charge the Customer the charges that would
have been payable for the balance of the Minimum Term. If the Customer moves
from the Site(s), SERVASSURE shall be entitled to charge the fees that would have
been payable by the Customer for the balance of the Minimum Term. If the
Customer wishes to receive the Data Services at a new Site(s), it may be required
by Servassure to start a new Agreement.
14.2 Nothing in the Data Services section of the Agreement shall affect the parties’ rights
of termination or after termination in the general provisions of the Agreement.
SALES AND MAINTENANCE AGREEMENT
15 Charges and Payment for Sale of Equipment
The Customer shall pay 40% or £500 (whichever is the greater) in respect of the
order value on signing the Agreement and 60% on the installation date. Payment
shall be due on receipt of the invoice. Clause 38 below will apply to late payment.
16 Start Date and Period of Maintenance
The period of maintenance will start on the Preferred Commencement
Date. It will continue for the Minimum Term and then from year to year until
terminated at any time by either party giving the other not less than less than
ninety (90) calendar days written notice prior to the Anniversary date.
17 Maintenance Payment Terms
The Customer must pay all Servassure invoices for maintenance by direct debit
within 14 days of the invoice date, which will be before the period of cover starts.
Servassure shall have the right to stop servicing the Equipment if the Customer
does not pay on time. Clause 38 below will apply to late payment.
18 Quality and Reliability
If requested within the manufacturer’s warranty period, Servassure will replace
faulty items free of charge with an identical model or one with similar capabilities.
Servassure will do this only if Servassure supplied the Equipment to the Customer,
the equipment has been maintained only by Servassure, the Customer is not at
fault and liability is not excluded.
19 Servicing & Exclusions
19.1 Throughout the term of the Agreement Servassure shall ensure that
the performance of the Equipment and the servicing meet the approved
standard of the manufacturer including: (a) telephone technical support for
maintenance (b) an engineer’s visit to the Site when required (c) service of the
central control unit and all components within it (d) service of key phone
instruments (e) service of Voicemail – auto attendant hardware*(f) headsets*
*(only covered if stated in the Agreement)
19.2 Servassure will endeavour to respond to reported faults within the level of
service taken by the Customer but at no time will a failure by Servassure to do so
be construed as a material breach of the Agreement.
19.3 Maintenance will not cover the following: (a) failure due to changes to or
disconnection from the approved system (b) failure of any supplies or connected
services (c) changes in the environment (d) ancillary items including but not limited to
answer phones, call loggers, payphones, public address systems, printers, external
music on hold sources, system cabling and consumables unless otherwise agreed in
writing (e) a force majeure event as defined in the Agreement
20 Connections
(a) If the Equipment is to be connected to the BT Network or other outside
services, it is the Customer’s responsibility to arrange for provision of any required
circuits. (b) The Customer must pay all costs for circuit rentals, connection
charges, inspections, commissioning and any other costs necessary to provide the
services in clause (a). (c) Servassure shall not be responsible for any delays in the
provision of services referred to in clause (a). Any such delay will not give the
Customer the right to refuse installation of the Equipment or payment due to us.
21 Acceptance
After Servassure has installed the Equipment at the Site, our engineer will confirm to the
Customer that the Equipment is working satisfactorily. When this is confirmed the Customer
will be taken to have accepted the Equipment. Any warranties for the Equipment from the
manufacturer will be passed to the Customer for 30 days.
22 Annual Price Increases
Servassure may from time to time increase the charge for maintenance to
account for cost increases. If this increase exceeds 10%, the Customer may by
writing to Servassure within 30 days of the invoice for the increased price
terminate the Agreement. Customers will not be allowed to terminate the
Agreement if the increase has resulted from additions made to the system.
08700 84 30 30
GENERAL PROVISIONS
23 Sites
23.1 The Customer must prepare the Site(s) in accordance with Servassure’s
instructions so that any necessary Equipment can be installed. The Customer will
meet the costs of preparing the Site(s).
23.2 The Customer must provide adequate electricity supply and suitable earth
connection for the operation of any Equipment to be installed at the Site(s) and, in the
case of MLU Access, a designated carrier network test and termination point.
23.3 The Customer must assist and co-operate with Servassure to enable
Servassure to carry out its obligations under the Agreement including giving
access to the Site(s) to install and maintain the Equipment.
23.4 Servassure will normally carry out installation and maintenance work during
normal working hours but may, on reasonable notice, require the Customer to
provide access at other times. At the Customer's request Servassure may agree to
work outside normal working hours but the Customer shall be liable for paying to
Servassure any overtime charges for relevant staff.
24 Installation
24.1 Servassure shall attempt to install the Equipment at the Premises so
that the Service can be provided on or before the Preferred Commencement Date
agreed by Servassure. Any installation date shall be an estimate only and
Servassure shall not be liable for any failure to meet such installation date.
24.2 Should the Customer prevent Servassure from delivering or installing
the Equipment, including where the Site(s) is unprepared, Servassure
reserves the right to charge its costs to the Customer.
24.3 Servassure shall attempt to comply with the Customer’s reasonable
requests in respect of installation but Servassure’s decision on the routing of cables
and wires and the positioning of outlets and Equipment shall be final.
24.4 The Customer must return to Servassure a programming information sheet at least 7
days prior to the installation date. Without this installation may not be possible.
24.5 Servassure accepts no liability whatsoever for any loss the Customer or any
third party may suffer as a result of installation of the Service.
25 Provision of Services
25.1 Servassure will provide the Services at the Site(s) from the Preferred
Commencement Date until the Services are cancelled or the Agreement expires or
is terminated in accordance with the Agreement.
25.2 Servassure will make all reasonable efforts to provide the Services in a
reliable manner and in accordance with good industry practice but cannot be
held responsible for any fault or loss of Service arising as a result of incorrect
information given to Servassure by the Customer.
25.3 The Customer must notify Servassure as soon as it becomes aware of any
fault in the Services and Servassure will endeavour to supply support to the
Customer in an attempt to correct the fault as soon as is reasonably possible. If
Servassure provides assistance to the Customer for the resolution of a fault but it
is subsequently discovered that the fault lies with neither the Equipment nor the
Service provided by Servassure then the Customer shall pay Servassure for the
resolution of the fault on a time and materials basis at Servassure current rates
from time to time.
25.4 Servassure may occasionally have to interrupt the Service or change the technical
specification of the Service for operational or planned maintenance reasons, for upgrades
or because of an emergency. Servassure will give the Customer as much notice as
reasonably possible of any planned interruption to the Service.
26 Equipment
26.1 Ownership of the Equipment shall remain with Servassure unless it is paid
for in full by the Customer. Until that time the Customer will hold it as
Servassure’s fiduciary agent and bailee. The Customer must keep the Equipment
separate from other equipment and it must be properly stored,
protected, insured and identified as Servassure‘s property. The Customer is not
permitted to sell the Equipment and Servassure can insist on its return.
26.2 The Customer must not move or make any changes to the Equipment without
Servassure’s permission or allow access to the system without Servassure’s consent.
26.3 Servassure will maintain the Equipment as per the terms of the Agreement.
Allowing a third party to work on the Equipment is a repudiatory breach of the
Agreement.
27 Software
The rights to the Software belong to Servassure. The Customer is allowed to use
the Software subject to the terms set out in the Agreement and in any other
relevant documentation. The Customer shall not copy, change, interfere with or
take apart the Software in any way, reveal its contents to a third party or grant a
sub-licence. The Customer must ensure that the Software is used only in the
permitted territories and for the permitted purpose.
28 Suspension of Services
28.1 Servassure may, without terminating this Agreement, suspend the Services if
any of the following apply: (a) Servassure believes or is advised it is necessary
because of technical problems or work on the network or for reasons of safety.
(b) Servassure believes it is necessary to prevent fraud taking place. (c) Servassure
is obliged to comply with an order, instruction or request
of Government or persons purporting to act with Governmental authority,
an emergency service organisation, or other competent administrative authority.
(d) Servassure needs to maintain or upgrade the Servassure
Designated Carrier Network at the Site. (e) The Customer’s total charges incurred
are more than the Customer’s credit limit.
28.2 The Customer acknowledges and agrees that in certain circumstances it may
not be possible for Servassure to provide notice of the suspension. Servassure will
use reasonable endeavours taking account of the circumstances to provide the
Customer with as much notice of the suspension and to maintain the suspension
for as short a period as is reasonably possible
28.3 If suspension occurs for technical reasons or to prevent fraud and that
suspension lasts for more than 24 hours, the Customer will receive a pro-rata
credit against the monthly access charge for the period of the suspension.
28.4 If the Customer fails to pay a sum due under the terms of the Agreement
then Servassure reserves the right to suspend the Service and levy an
administration fee of £50 for lifting such a suspension.
29 Termination
29.1 Without prejudice to any other rights or remedies under the Agreement or
at law, Servassure may terminate this Agreement or cancel the Services at any Site
immediately by serving written notice on the customer if: (a) the Customer
becomes insolvent or is subject to a court winding up order; or
(b) the Customer commits a breach of any material obligation under this
Agreement and (in the case of a remediable breach) fails to remedy the breach
within 14 days of receiving written notice to do so from Servassure; or
29.2 The Customer may terminate this Agreement immediately by serving
written notice on Servassure if: (a) Servassure becomes insolvent; or (b) Servassure
commits a breach of any material obligation under the Agreement and (in the
case of a remediable breach) fails to remedy the breach within 14 days of
receiving written notice to do so from the Customer.
30 After Termination
30.1 Upon termination for any reason of any part of the Agreement, all amounts
owed by the Customer to Servassure shall become immediately due and payable in
full on demand and the Customer must: (a) immediately stop using the Service that
has been terminated; (b) immediately stop using the Equipment, and (c) permit
Servassure to enter the Site(s) during normal business hours to remove the
Equipment. The Customer’s obligations in respect of the Equipment will continue to
apply until Servassure has removed the Equipment.
30.2 Servassure will not be liable for any further programming required by
the Customer.
30.3 The provisions of this clause remain in force despite the termination of
the Agreement.
31 Limitation of Liability
31.1 The parties shall not be liable to the other except as expressly set out in the
Agreement.
31.2 Unless otherwise expressly stated, either party’s liability in contract, tort or
otherwise including any liability for negligence howsoever arising out of or in
connection with the performance of either party’s obligations under the
Agreement is limited to £1 million for one event or series of related events and £2
million in total for all events arising in any twelve month period.
31.3 Without prejudice to the Customer’s obligations to pay Servassure the charges
for any Equipment or Services, the parties shall not be liable to the other party under
the Agreement in contract, tort (including negligence) or otherwise for any loss of
revenue, business, contracts, anticipated savings or profits.
31.4 Nothing in this Agreement excludes or restricts either party’s liability:
(a) for death or personal injury resulting from that party’s negligence or its employee’s
negligence while acting in the course of their employment; or (b) for anything else for
which the parties cannot at law limit or exclude their liability.
31.5 The provisions of this Clause continue to apply despite the termination or
expiry of the Agreement.
08700 84 30 30
32 Force Majeure
32.1 Neither party will be obliged to carry out any obligation under the
Agreement where performance of such obligation is prevented due to any cause
beyond the party's reasonable control, including but not limited to any act of
God, severe weather, failure or shortage of power supplies, flood, drought,
lightning or fire, labour shortage or labour dispute, the act or omission of
Government, highways authorities, other telecommunications operators or
administrations or other competent authority, war, military operations, or riot, or
difficulty, delay or failure in manufacture, production or supply by third parties of
either the Equipment or Services or both resulting from the same or a similar type
of force majeure event
32.2 If any force majeure event lasts for more than three months from the
date of its commencement and that event prevents either party from performing all
or a material part of its obligations during that period either party may by giving 14
days written notice to the other party terminate the Agreement.
33 Information and Confidentiality
33.1 The Customer will promptly provide Servassure (free of charge) with any
information Servassure may reasonably require to enable it to proceed with the
performance of its obligations under the Agreement including any information
which Servassure may reasonably request for the purposes of
credit verification and debt collection and the Customer permits Servassure to use
such information and to provide it to third parties acting on behalf of Servassure
for such purposes.
33.2 Unless expressly agreed in writing neither the Customer nor Servassure will
use, copy, adapt, alter or part with possession of any information that is disclosed
or otherwise comes into its possession under or in relation to the Agreement and
which is of a confidential nature unless required to do so by a court order or
legislation. This obligation will not apply to information which the recipient can
prove was in its possession at the date it was received or which the recipient
obtains from some other person with good legal title to it or which is in the
public domain otherwise than through the default or negligence of the recipient.
33.3 The Customer acknowledges that Servassure may use information
regarding calls routed through the Equipment including but not limited to
origin, destination, duration, route and time.
33.4 Both parties must comply with the Data Protection Act 1984 when dealing
with information given to the other party under the Agreement.
34 Intellectual Property Rights
Intellectual Property Rights in all documents, drawings and information including if
applicable any access codes supplied to the Customer in connection with the
Agreement remain vested in Servassure or the intellectual property right owner.
Such documents, drawings and information are confidential and will not be
copied, disclosed or used (except for the purpose for which they were supplied)
without Servassure’s prior written consent.
35 Non-Waiver and Severability
35.1 Failure by either party to enforce any of its rights under the Agreement is not
to be taken as or deemed to be a waiver of that right unless the waiving party
acknowledges the waiver in writing.
35.2 Part or all of any clause of the Agreement that is unenforceable or illegal will
be severed from the Agreement and will not affect the enforceability of the
remaining provisions of the Agreement.
36 Fraud
Servassure shall not be responsible for call charges resulting from fraudulent use
of the Equipment or Services by the Customer or any third parties and the
Customer agrees to pay all additional charges related to such fraud.
37 Value Added Tax
All sums due to Servassure under the Agreement are exclusive of Value Added Tax
and any other applicable taxes which may from time to time be
introduced, which shall be charged in accordance with the relevant regulations in
force at the time of making the taxable supply and must be
paid by the Customer.
38 Late Payment
In respect of all Services provided under the agreement the Customer will pay
interest at a rate of 3% over the Bank of England Base Lending Rate applicable at
the time per month on all overdue amounts from the date payment is due until
the Customer has paid in full. If payment should not be received within 30 days
from the date of the invoice, Servassure will be entitled to charge (in addition to
interest and any legal costs ordered by the court and without prejudice to any
other rights or remidies available to Servassure) the sum of £85 + Vat
administrative cost incurred by Servassure in taking steps to secure payment.
39 The Customer’s Obligations Under The Agreement
39.1 The Customer must not use or allow others to use the Equipment or
Services provided for any improper, immoral or unlawful purpose. If Servassure
incurs any liability to any person or any expense arising from such use, the
Customer will promptly reimburse such amounts to Servassure.
39.2 The Customer must report to Servassure as soon as it becomes aware of any
fraud, deception, or unauthorised or unlawful use relating to the Equipment or
Services.
39.3 The Customer must advise Servassure in writing if it changes its address.
39.4 The Customer must comply with all reasonable instructions given to it by
Servassure and provide Servassure with all information relevant to the Services to
be provided under the Agreement.
40 Other Standard Terms
40.1 The Agreement is the entire Agreement between the Customer and Servassure.
40.2 The Agreement applies to all items of Equipment individually. If any item fails, it
will not affect the rights and liabilities of either party for the other items.
40.3 The Customer’s duties under the Agreement will continue and will
not be affected by the breakdown, theft, loss, destruction of, or damage to
any Equipment.
40.4 Notices under the Agreement must be made in writing and delivered
by hand or sent by post to the other party’s address. The address will be the one
stated in the Agreement, the registered office (for a limited company) or the last
known address of the other party. The notice will be taken to have been delivered
on the date it was delivered by hand or 24 hours after the date it was posted.
40.5 Servassure reserves the right to assign, sub-contract or otherwise deal with
all or any of its rights and obligations arising under the Agreement. The customer
may not assign this contract without having first received written authority from
Servassure, such authority not to be unreasonably withheld.
40.6 There can be no variation to the terms of the Agreement unless approved in
writing by both parties.
40.7 The unenforceability of any term of the Agreement will not affect the
enforceability of any other terms.
40.8 No person or body who is not a party to the Agreement has any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the
Agreement.
40.9 The Agreement is governed by English law and disputes will be subject to
the exclusive jurisdiction of the English Courts.
Goods remain strictly the property of Servassure, A Daisy Group PLC Business until paid for in full.
"Servassure", A Daisy Group PLC Business. (Registered No. 6977942 at Registered office Daisy
House, Lindred Road Business Park, Nelson, Lancashire, BB9 5SR). All references to Servassure,
shall incorporate all references to Daisy Group PLC, its Subsidiaries and/or Holding Company
08700 84 30 30
Schedule 1
Maintenance Services
Maintenance Services are offered to the Contracting Terms and Conditions; there are a range of standard service levels
available, as indicated below; in addition we can provide customised packages on application.
Service Levels:
Bronze Cover – Complete hardware cover available Monday to
Friday (excluding bank Holidays) between the hours of 08:30 and
18:00. Faults that result in 50% system crash will receive a
response within 8 working hours, all other system faults will
receive a response within 16 working hours.
Silver Cover - Complete hardware cover available Monday to
response within 4 working hours, all other system faults will
receive a response within 8 working hours.
Gold Cover - Complete hardware cover available Monday to
response of a man to site within 4 working hours, all other
system faults will receive a response within 8 working hours.
Platinum Cover - Complete hardware cover available Monday to
Sunday (including bank Holidays) 24 hours per day. Faults that
result in 50% system crash will receive a response within 4 hours,
all other system faults will receive a response within 8 hours.
Platinum Plus Cover - Complete hardware cover available
Monday to Sunday (including bank Holidays) 24 hours per day.
Faults that result in 50% system crash will receive a response of a
man to site within 4 hours, all other system faults will receive a
response within 8 hours.
Handsets - All of the above services exclude support of handsets,
which will be covered on a Next Business Day post out service.
Service Levels Illustration:
Bronze
Cover Type
Silver
Platinum
Gold
Platinum Plus
Complete Hardware Cover
(parts & labour inclusive)
Monday - Friday
Excluding Bank Holidays
08:30 - 18:00
‘Working Hours’ Cover*
Monday - Friday
08:30 - 18:00
Monday - Friday
08:30 - 18:00
Monday - Sunday
Including Bank Holidays
24hrs per day
‘24/7/365’ Cover
Monday - Sunday
Including Bank Holidays
24hrs per day
‘24/7/365’ Cover
8hrs*
-
4hrs*
-
4hrs*
4hrs*
-
4hrs*
Response Time
16hrs*
8hrs*
8hrs*
8hrs*
8hrs*
Handset Faults
Next Business Day
post out service**
Next Business Day
post out service**
Available
System Crash
Response Time
Man to Site
Other Faults
Next Business Day
post out service**
Next Business Day
post out service**
Next Business Day
post out service**
* Working Hours (08:30 - 18:00)
** All handset replacements will be on a guaranteed next working day delivery service providing fault is reported by 15:00
Definition of System Crash
System Crashes are classified as a 50% or more failure of any part of the system
and / or applications such as voicemail and Contact Centre Manager – where
these applications are specifically included in the system maintenance contract.
For example, if over half of the external trunk lines fail as a consequence of the
system PRI modules, this is determined to be a system crash. Similarly, if over half
of the phones ceased to operate then this would be responded to as a system
crash. Alternatively if an IP Controller failed this would result in a complete failure
of the system i.e. > 50% this is determined to be a system crash.
Other system faults
All other system faults can still be logged 24 hours a day, 7 days a week, but are
subject to the appropriate SLA response to site by a Servassure engineer as
detailed in the service description. “Other syste faults” are determined to be any
other maintenance call which falls outside of the clearly stated system crash
parameters above.
*Handsets faults
All handset replacements will be on a guaranteed next working day delivery
service providing fault is reported by 15:00.
08700 84 30 30
Service Contract (Customer Order Form)
BETWEEN:
Servassure, A Daisy Group PLC Business. (Registered No. 6977942 at Registered office Daisy House, Lindred Road Business Park,
Nelson, Lancashire, BB9 5SR). All references to Servassure, shall incorporate all references to Daisy Group PLC, its Subsidiaries and/or
Holding Company
AND:
“Channel Partner”
FO R :
“End User”
If a purchase order (PO) reference is required to process payment for the Service Contract then this shall be indicated below at
the time of contract signature by the Channel Partner. If no PO Reference is provided at the outset of the Service Contract
then the Channel Partner shall not withhold payment for this reason. The absence of this reference on this invoice shall not
justify the withholding of payment
PO REFERENCE
SIGNED BY duly authorised representatives
For and on behalf of:-
For and on behalf of the Channel Partner:-
Signed
Signed
Name
Name
Position
Position
Date
Date
08700 84 30 30
08700 84 30 30
Service Contract - Particulars
Site Name, Address &
Postcode
Remote
Access and
Password
Details
Site Contact
Supported Equipment
Service Level Key:Bronze = B; Silver = S, Gold = G, Platinum = P, Platinum Plus = PP
Service Level
B/S/G/P/PP
Annual Fees
per Site £
Recurring Fees
per site (£) and
Frequency
08700 84 30 30
Service Contract - Particulars
Site Name, Address &
Postcode
Remote
Access and
Password
Details
Site Contact
Supported Equipment
Service Level Key: Bronze = B; Silver = S, Gold = G, Platinum = P, Platinum Plus = PP
Service Level
B/S/G/P/PP
Annual Fees
per Site £
Recurring Fees
per site (£) and
Frequency
Instruction to your Bank or Building Society to pay by Direct Debit
Please fill in the whole form using a ballpoint pen and send it to:
Servassure, A Daisy Group PLC Business
Daisy House, Lindred Road Business Park,
Nelson, Lancashire BB9 5SR.
CM19 5QD
Name(s) of Account Holder(s) and Company Name
Bank/Building Society account number
Branch Sort Code
Name and full postal address of your Bank or Building Society
To the Manager
Bank/Building Society
Originators Identification Number
Reference
Instruction to your Bank or Building Society
Please pay Daisy Telecoms Limited Direct Debits from the
account detailed in this instruction subject to the safeguards
assured by the Direct Debit Guarantee. I understand that this
instruction may remain with Daisy Telecoms Limited and, if
so, details will be passed electronically to my Bank/Building
Society.
Signature (s)
Address
Postcode
Date
Banks and Building Societies may not accept Direct Debits Instructions for some types of accounts
This guarantee should be detached and retained by the Payer
The Direct Debit Guarantee
This Guarantee is offered by all Banks and Building Societies that take part in the Direct Debit Scheme. The efficiency and
security of the Scheme is monitored and protected by your own Bank or Building Society.
If the amounts to be paid or the payment dates change Daisy Telecoms Limited will notify you 10 working days in advance of
your account being debited or as otherwise agreed.
If an error is made by Daisy Telecoms Limited or your Bank or Building Society, you are guaranteed a full and immediate
refund from your branch of the amount paid.
You can cancel a Direct Debit at any time by writing to your Bank or Building Society. Please also send a copy of your letter to us.
ServassureDaisy Telecoms Ltd: Daisy House, Lindred Road Business Park, Nelson, Lancashire BB9 5SR.
t 08700 84 30 30 f 08700 84 30 31 w www.servassure.com
Daisy Telecoms Ltd is registered in England and Wales at the above address. Registered No. 0697 7942. VAT No. 722 4713 55
08700 84 30 30
Our Priority
is Service Excellence.
Daisy House,
Lindred Road Business Park,
Nelson, Lancashire, BB9 5SR
www.Servassure.co.uk
www.ServassureOnline.co.uk
[email protected]
t 08700 84 30 30
f 08700 84 30 31
The information contained herein is the property of Servassure, A Daisy Group PLC Business, and is supplied without liability for errors or omissions. No part may be reproduced, disclosed or used except as authorised by contract or other written
permission. The copyright and the foregoing restriction on reproduction and use extend to all media in which this information may be embodied. Servassure, A Daisy Group PLC Business, reserves the right to make changes without notice.

Preferred Supplier Agreement... ...we are your extended services arm.

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