1.1 This Agreement shall apply to the provision of Services to the Customer.
1.2 Acceptance of the Service Contract indicates acceptance of these Standard Service Terms and any Special Conditions contained in the Service Contract. In the event of any inconsistency between the Standard Terms and the Service Contract then the Service Contract shall prevail.
2 Provisions applicable to all Services
2.1 Wildfeed Consultancy Ltd will supply and the Customer will take and pay for the Support Services (if any) and Consulting Services (if any) set out in the attached Service Contract
2.2 Wildfeed consultancy Ltd shall use all reasonable care and skill in performing its obligations under this agreement. Wildfeed Consultancy Ltd warrants that it has, and will consistently apply at all times, the experience, resources and competence to execute its obligations efficiently and expeditiously and shall provide the Services as defined in the Service Contract.
2.3 When providing the Services Wildfeed Consultancy Ltd shall use its reasonable efforts to comply with the Customer’s codes for staff conducts and security.
2.4 The Customer shall use its reasonable efforts to: –
2.4.1 grant access to the customer’s premises to Wildfeed Consultancy Ltd authorized representatives for the purposes of carrying out the Services;
2.4.2 make available the staff; time and the necessary Equipment and System to Wildfeed Consultancy Ltd may be necessary to enable Wildfeed Consultancy Ltd to perform the Services.
3 Particular obligations of Wildfeed Consultancy Ltd relating to Support Services
3.1 The Support Services will comprise: –
3.1.1 Contracted for technical support to the Customer’s users of the Equipment and the System at the Sites, over and above that already available to the customer in user manuals or other
3.1.2 Diagnosis and, where reasonably possible, correction of Faults.
3.2 When providing the Support Services Wildfeed Consultancy Ltd shall use its best endeavors in executing the contract and to comply with the service levels for the Support Services, as set out in the Service Level Agreement.
4 Particular obligations of the Customer relating to Support Services
4.1 The Customer shall use its reasonable efforts to:
4.1.1 Report all Faults using the telephone number, fax number or email address referred to in the Service Level Agreement
4.1.2 ensure that such information and materials are provided within sufficient time to enable Wildfeed Consultancy Limited to supply the Support Services in accordance with the Agreement.
6.1 Any software supplied to the Customer by Wildfeed Consultancy Ltd, will be subject to the software license provided at the time when Wildfeed Consultancy Ltd supplied the software.
6.2 Wildfeed Consultancy Ltd shall not be responsible for or have the obligation to ensure that the Customer has the necessary software licenses relating to the use of any of the Equipment or software on its System subject to this technical support contract.
7 Fees and Payment
7.1 For Wildfeed Consultancy Ltd performing the Services, the Customer shall pay the Fees to Wildfeed Consultancy Ltd in accordance with the Service Contract.
7.2 For support contracts payment is due on the Start Date for the initial period and monthly thereafter.
7.3 For all other services payment is due within 14 days of Wildfeed Consultancy Ltd invoice unless otherwise stated.
7.4 For hardware and software purchases payment is due upon delivery, except where stipulated within the Sales Inquiry.
7.5 VAT will be charged at the current rate.
7.6 Wildfeed Consultancy Ltd reserves the right to charge:
7.6.1 for abortive attendance on Site, other than as a result of Wildfeed Consultancy Ltd breach of this Agreement;
7.6.2 For any parts and Equipment and software which Wildfeed Consultancy Ltd identifies as being necessary to rectify a Fault or avoid a Fault. Such equipment or software will be obtained only with the Customer’s prior consent;
7.6.3 charge for reasonable expenses, whether travel or subsistence, incurred by Wildfeed Consultancy Ltd or any of its representatives where incurred for the purpose of providing on-site Services.
7.7 Overdue amounts will attract interest at 4% above base rate until paid. A handling charge of £65 will be applied to each overdue invoice amount monthly.
7.8 Wildfeed Consultancy Ltd reserves the right to either suspend or terminate the contract services if invoices remain unpaid for longer than 14 days beyond the due date.
8 Variations to the Service
8.1 The Customer or Wildfeed Consultancy Ltd may suggest variations to the Service by giving notice in Writing as appropriate.
8.2 The Customer has the option to add to the Service any other service offered by Wildfeed Consultancy Ltd by giving notice in writing to Wildfeed Consultancy Ltd.
8.3 Wildfeed Consultancy Ltd will provide the Customer with a quotation referring to the extra fees and any additional Terms, which will apply to such variations and additional services.
8.4 The Customer may accept the quotation referred to at clause 8.3 by giving notice in Writing to Wildfeed Consultancy Ltd, where upon the Schedules to this Agreement shall be amended accordingly.
8.5 The provision of any variation or additional services shall commence within seven Working Days of receipt of the notice as set out in clause 8.4 and shall be subject to the terms of this Agreement.
9 Duration and Termination
9.1 This Agreement shall be for the term as set out in the Service Contract. Penalties will apply for early cancellation and 1 month’s notice is required, in writing for such termination. The Penalty is considered at 30% of outstanding fees due within that contract.
9.2 In the event that the Agreement is cancelled by Wildfeed Consultancy Ltd. Wildfeed Consultancy Ltd shall provide 1 months notice of cancellation of the Agreement. Wildfeed Consultancy Ltd will provide all appropriate documentation and training to the client. The fees for this training and documentation shall be part of the agreed monthly fees as part of the service paid by the client.
10 Confidential Information
10.1 Each party acknowledges that it may receive information of a confidential nature relating to the other party, its business and customers. Each party undertakes to the other that it will use such confidential information solely for the purposes envisaged by the Agreement and will not disclose the same.
11 Intellectual Properties
11.1 All Intellectual Property created or developed Wildfeed Consultancy Ltd and provided to the customer under contract, will unless expressly stated within that contract, remain the property of Wildfeed Consultancy Ltd at all times.
11.2 Wildfeed Consultancy Ltd reserve the right to express Intellectual property as part or the Open Source License or General Public License where appropriate.
12 Warranties and Liability
12.1 Wildfeed Consultancy Ltd shall provide the Services using all reasonable care and skill.
12.2 The Customer accepts that Wildfeed Consultancy Ltd shall not be liable for any business impact caused by failure of equipment and/or systems, including time to rectify reported faults, during the contracted period.
12.3 The Customer accepts that the entire liability of Wildfeed Consultancy Ltd in respect of any and all claims made against it by the Customer in connection with the Agreement shall not exceed the Fees due from the Customer.
13 Assigning and Subcontracting
13.1 Wildfeed Consultancy Ltd may assign and/or subcontract any of its rights and obligations under the Agreement on written agreement with the Customer. The Customer shall not have these rights to assign and/or subcontract any of the rights and obligations under the Agreement.
14 Entire Agreements
14.1 This Agreement, Service level agreements and contracts, constitutes the entire agreement and understanding between the parties with respect to its subject matter and the terms of this Agreement shall supersede any previous agreements.
14.2 Nothing in this Agreement shall operate to limit or exclude any liability for fraud.