Support Service Agreement

1. Support Services Provided
IT Services agrees to provide the support identified and described in the Customer Support Services and Quotation Acceptance, pursuant to the conditions contained in this Agreement.

2. Product Eligibility
IT Services will only provide Support Services for the products listed in the Customer Support Services and Quotation Acceptance. All products must be used with at least the minimum configuration requirements as stated by the respective Vendor of the Product.

3. Incidents
IT Services will service the incidents as stated in the Customer Support Services and Quotation Acceptance during the term of the Agreement. An `incident' is defined as a single support issue and the reasonable effort(s) needed to resolve it. Before IT Services will service an incident, the Customer's and IT Services designated technical specialists must agree on what the problem is and the parameters for an acceptable solution. An incident may require multiple contacts and off-line research to resolve it. Contacts that do not involve technical problems requiring solutions, such as general inquiries related to our Support Service, product suggestion, etc. will not be considered incidents. An incident may be generated by telephone or electronic means and if requested to do so by IT Services, the Customer may be required to provide additional information concerning the incident by other means, for example, by e-mail. Any unresolved incidents will only be resolved by IT Services during the term of this Agreement.

4. Support Services
Support Services may include advice, recommendations and information concerning the Customer's operational and diagnostic use of the Products with various hardware and software configurations. Assistance with the customisation, development or creation of software or software produced products, including, but not limited to programming or design is not covered by Support. IT Services agrees to provide the Support Services described in this Agreement and in the Customer Support Services and Quotation Acceptance to the Customer to help resolve problems that the Customer may encounter with the functionality of the product, but IT Services makes no guarantee of problem resolution.

5. Payment
The Customer agrees to pay IT Services the support fee as specified in the attached Customer Support Services and Quotation Acceptance. The support fee is due and payable within the terms of the Customer's standard payment terms as agreed with IT Services.

6. Modification and Refund
IT Services reserves the right to amend the terms of the attached Customer Support Services and Quotation Acceptance on giving the Customer thirty days prior written notice and /or to amend the Customer Support Services and Cost schedule. If IT Services serves such notice, the Customer may, on sending written notice to IT Services terminate this agreement. Termination under these circumstances will result in a prorated refund to the Customer of the support fees paid by it to IT Services. The support fees will be refunded a rate proportional to the remaining duration of the Agreement.

7. Limitations of Liability
In no event shall IT Services or its suppliers be liable for lost profit, or indirect, consequential, incidental, special or punitive damages (including without limitation damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) out of any breach or failure to provide Support Services hereunder, even if IT Services or its suppliers have been advised of the possibility of such damages. In addition, the Customer agrees that IT Services and its suppliers will not be liable for any lost profit, nor for any claim or demand against the Customer by any other party. In any event, the liability of IT Services whether for negligence, breach of contract, breach of warranty or otherwise shall in the aggregate, not exceed the amount paid to IT Services by the Customer for Support Services under this agreement.

8. Term
This Agreement starts on the effective date for a 12 month (one year) minimum period which will automatically be renewed unless written confirmation of intent to terminate said contract within 60 days of renewal date. Failure to supply written confirmation of termination within this period will be taken as agreed intent to renew said contract for a further 12 month period Provision of Support Services prior to the execution of this Agreement shall be subject to the terms of this Agreement, but shall not shorten the term of this Agreement. This Agreement may be terminated earlier by either party on giving 30 days written notice.

9. Entire Agreement
This Agreement and the Customer Support Services and Cost schedule constitute the entire agreement between the parties with respect to the Support Services and merge all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement made after the date of this Agreement and signed by the Customer and IT Services. No waiver of any breach of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party.

10. Severability
If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions or portions shall remain in full force and effect.

11. Assignment
Neither party may assign this Agreement to any other party without the consent of the other party, except that IT Services may assign this Agreement to an affiliated company, or subcontract the service requirements to third party service providers, without the consent of the Customer so long as such subcontracting or assignment does not cause a reduction in the availability or provision of Support Services.

12. Confidentiality
Except as otherwise specified herein, each party expressly undertakes to retain in confidence all information and know-how transmitted to it by the other party in the course of the relationship governed by this Agreement.

13. Notices
Any notice given under this Agreement shall be in writing and may be given by any reasonable means calculated to reach the other party including, without limitation, telex, facsimile or pre-paid mail, addressed to such party at its address as set forth in this Agreement. Notices shall be effective upon actual receipt or on the fifth day following the date the notice was sent, whichever is the sooner.

14. Force Majeure
Neither party shall be liable to the other by reason of any failure in performance of this Agreement if such failure arises out of causes beyond its reasonable control, including, but not limited to, acts of God, fire, explosion, vandalism, storm, strikes, labour disputes, wars, national emergencies, supplier failures, failures or down times of utilities and telecommunications equipment or any regulation of any government, public or local authority.

15. Law and Jurisdiction
This Agreement shall be construed and controlled by the laws of England and Wales, and the parties consent to the exclusive jurisdiction of the Courts of England and Wales.