Terms and Conditions

THIS AGREEMENT is dated                                                      2015

Parties

(1)           IT SERVICES SUPPORT LIMITED incorporated and registered in England and Wales with company number 06028203 whose registered office is at 92 Wheat Street, North Warwickshire House, Nuneaton, Warwickshire CV11 4BH (IT Services).

(2)           [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Customer).

Background

IT Services has agreed to provide, and the Customer has agreed to purchase, the support services described in the Project Plan on the terms and conditions contained in this Agreement.

Agreed terms

1.             Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1          Definitions

Customer's Equipment: any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services.

Customer's Manager: the Customer's manager for the Project, appointed in accordance with clause 5.1.

Deliverables: all Documents, products and materials developed by IT Services or its agents, subcontractors, consultants and employees in relation to the Project Plan or the Services in any form, including computer programs, data, reports and specifications (including drafts) or the deliverables specified in the Project Plan.

Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

In-put Material: all Documents, information and materials provided by the Customer relating to the Services, including computer programs, data, reports and specifications or the in-put materials specified in the Project Plan.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Pre-existing Materials: all Documents, information and materials provided by IT Services relating to the Services which existed prior to the commencement of this agreement, including computer programs, data, reports and specifications or the pre-existing materials specified in the Project Plan.

Project: the project as described in the Project Plan.

Project Plan:  the detailed plan describing the Project and setting out the estimated timetable and responsibilities for the provision of the Services agreed in accordance with clause 3.

Services: the services to be provided by IT Services under this agreement as set out in the Project Plan, together with any other services which IT Services provides or agrees to provide to the Customer.

IT Services' Equipment:  any equipment, including tools, systems, cabling or facilities, provided by IT Services or its subcontractors which is to be loaned to the Customer and used directly or indirectly in the supply of the Services.

IT Services' Manager: IT Services' manager for the Project appointed under clause 4.3.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2          Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4          The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5          Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6          Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7          This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.8          A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.9          A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.10        A reference to writing or written includes email.

1.11        Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.12        References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.13        Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.             Commencement and duration

2.1          IT Services shall provide the Services to the Customer on the terms and conditions of this agreement.

2.2          IT Services shall provide the Services to the Customer from the date specified in the Project Plan.

2.3          The Services supplied under this agreement shall continue to be supplied [until the Project is completed in accordance with the Project Plan OR for a period of 12 months] unless this agreement is terminated by one of the parties giving to the other not less than one months' notice, unless this agreement is terminated in accordance with clause 12.

3.             Project Plan

3.1          The Project Plan shall be agreed in the following manner:

(a)        the Customer shall provide IT Services with a request for a Project Plan, setting out the requirements and specifications of the services which it is requesting from IT Services, including a description of what work is to be done, dates by which it is requested to be started and finished, Deliverables, In-put Materials and such other information as IT Services may request to allow IT Services to prepare a draft Project Plan;

(b)        IT Services shall, as soon as reasonably practicable, provide the Customer with a draft Project Plan; and

(c)        IT Services and the Customer shall discuss and agree the draft Project Plan and when it has been agreed, they shall both sign a copy of it and it shall become a Schedule to and subject to this agreement.

3.2          IT Services may charge for the preparation of the Project Plan in accordance with clause 7.

3.3          Once the Project Plan has been agreed and signed in accordance with clause 3.1(c), no amendment shall be made to it except in accordance with clause 6 and clause 15.

4.             IT Services' obligations

4.1          IT Services shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance with the Project Plan in all material respects.

4.2          IT Services shall use reasonable endeavours to meet any performance dates specified in the Project Plan, but any such dates shall be estimates only and time for performance by IT Services shall not be of the essence of this agreement.

4.3          IT Services shall appoint IT Services' Manager who shall have authority contractually to bind IT Services on all matters relating to the Project. IT Services shall use reasonable endeavours to ensure that the same person acts as IT Services' Manager throughout the term of the Project, but may replace him from time to time where reasonably necessary in the interests of IT Services' business. 

4.4          IT Services shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises and that have been communicated to it under clause 5.1(e), provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.

5.             Customer's obligations

5.1          The Customer shall:

(a)        co-operate with IT Services in all matters relating to the Services and appoint the Customer's Manager in relation to the Project, who shall have the authority contractually to bind the Customer on matters relating to the Project;

(b)        provide, for IT Services, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as required by IT Services or any of them;

(c)        provide, in a timely manner, such In-put Material and other information as IT Services may require, and ensure that it is accurate in all material respects;

(d)        be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;

(e)        inform IT Services of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises;

(f)         ensure that all Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;

(g)        obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of IT Services' Equipment, the use of In-put Material and the use of the Customer's Equipment in relation to IT Services' Equipment, in all cases before the date on which the Services are to start; and

(h)        keep, maintain and insure IT Services' Equipment in accordance with IT Services' instructions and shall not dispose of or use IT Services' Equipment other than in accordance with IT Services' written instructions or authorisation.

5.2          If IT Services’ performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, IT Services shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

5.3          The Customer shall be liable to pay to IT Services, on demand, all reasonable costs, charges or losses sustained or incurred by IT Services (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to IT Services confirming such costs, charges and losses to the Customer in writing.

5.4          The Customer shall not, without the prior written consent of IT Services, at any time from the date of this agreement, solicit or entice away from IT Services or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of IT Services in the provision of the Services.

6.             Change control

6.1          The Customer's Manager and IT Services’ Manager shall meet at least once every [PERIOD OF TIME] to discuss matters relating to the Project. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

6.2          If either party requests a change to the scope or execution of the Services, IT Services shall, within a reasonable time, provide a written estimate to the Customer of:

(a)        the likely time required to implement the change;

(b)        any necessary variations to IT Services’ charges arising from the change;

(c)        the likely effect of the change on the Project Plan; and

(d)        any other impact of the change on this agreement.

6.3          If the Customer wishes IT Services to proceed with the change, IT Services has no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the Services, the Project Plan and any other relevant terms of this agreement to take account of the change and this agreement has been varied in accordance with clause 15.

6.4          Notwithstanding clause 6.3, IT Services may, from time to time and without notice, change the Services, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.

6.5          IT Services may charge for the time it spends assessing a request for change from the Customer on a time and materials basis in accordance with clause 7.

7.             Charges and payment

7.1          In consideration of the provision of the Services by IT Services, the Customer shall pay the charges as set out in Schedule 2, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both.

7.2          The Customer shall pay each invoice submitted to it by IT Services, in full and in cleared funds, within seven days of receipt to a bank account nominated in writing by IT Services.

7.3          Without prejudice to any other right or remedy that it may have, if the Customer fails to pay IT Services on the due date:

(a)        the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and

(b)        IT Services may suspend all Services until payment has been made in full.

7.4          All sums payable to IT Services under this agreement shall become due immediately on its termination, despite any other provision. This clause 7.4 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.

7.5          All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.             Intellectual property rights

8.1          As between the Customer and IT Services, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by IT Services. Subject to clause 8.2, IT Services licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If this agreement is terminated, this licence will automatically terminate.

8.2          The Customer acknowledges that, where the Customer does not own any of the In-put Material, IT Services' use of rights in In-put Material is conditional on the Customer obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle IT Services to use such rights.

9.             Confidentiality and IT Services’ property

9.1          The Customer undertakes that it shall not at any time disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by IT Services, its employees, agents, consultants or subcontractors and any other confidential information concerning IT Services’ business or its products which the Customer may obtain, except as permitted by clause 9.2.

9.2          The Customer may disclose IT Services’ confidential information:

(a)        to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

(b)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3          The Customer shall not use IT Services’ confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

9.4          All materials, equipment and tools, drawings, specifications and data supplied by IT Services to the Customer (including Pre-existing Materials and IT Services’ Equipment) shall, at all times, be and remain the exclusive property of IT Services, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to IT Services, and shall not be disposed of or used other than in accordance with IT Services’ written instructions or authorisation.

10.          Limitation of liability

10.1        Nothing in this agreement limits or excludes IT Services’ liability for:

(a)        death or personal injury caused by its negligence;

(b)        fraud or fraudulent misrepresentation; or

(c)        breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

10.2        Subject to clause 10.1, IT Services shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

(a)        loss of profits;

(b)        loss of sales or business;

(c)        loss of agreements or contracts;

(d)        loss of anticipated savings;

(e)        loss of or damage to goodwill;

(f)         loss of use or corruption of software, data or information; or

(g)        any indirect or consequential loss.

10.3        Subject to clause 10.1 and clause 10.2, IT Services’ total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to:

(a)        £1,000,000 per claim; and

(b)        in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the equivalent of the total charges paid by the Customer in that period.

10.4        The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

11.          Data protection

The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of IT Services in connection with the Services.

12.          Termination

Without affecting any other right or remedy available to it, IT Services may terminate this agreement with immediate effect if:

(a)        the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment;

(b)        the Customer commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified  to do so;

(c)        the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d)        the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(e)        the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

(f)         a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;

(g)        an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;

(h)        the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;

(i)         a person becomes entitled to appoint a receiver over all or any of the assets of the Customer or a receiver is appointed over all or any of the assets of the Customer;

(j)         a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within 14 days;

(k)        any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12(d) to clause 12.1(j) (inclusive); or

(l)         the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.          Consequences of termination

13.1        On termination or expiry of this agreement:

(a)        the Customer shall immediately pay to IT Services all of IT Services’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, IT Services may submit an invoice, which shall be payable immediately on receipt;

(b)        the Customer shall, immediately return all of IT Services’ Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then IT Services may enter the Customer's premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

(c)        the following clauses shall continue in force: clause 8 (Intellectual property rights), clause 9 (Confidentiality and IT Services’ property), clause 10 (Limitation of liability), clause 13.1, clause 23 (Notices), clause 25 (Dispute resolution) and clause 26 (Governing law and jurisdiction).

13.2        Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14.          Force majeure

14.1        Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

(a)        acts of God, flood, drought, earthquake or other natural disaster;

(b)        epidemic or pandemic;

(c)        terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d)        nuclear, chemical or biological contamination or sonic boom;

(e)        any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f)         collapse of buildings, fire, explosion or accident;

(g)        any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h)        non-performance by suppliers or subcontractors (other than companies in the same group as the party seeking to rely on this clause); and

(i)         interruption or failure of utility service.

14.2        Provided it has complied with clause 14.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

14.3        The corresponding obligations of the other party will be suspended, and the time for performance of such obligations extended, to the same extent as those of the Affected Party.

14.4        The Affected Party shall:

(a)        as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

(b)        use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.5        If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than four weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving two weeks' written notice to the Affected Party.

14.6        If the Force Majeure Event prevails for a continuous period of more than three months, either party may terminate this agreement by giving two weeks' written notice to all the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

15.          Variation

Subject to clause 3 and clause 6, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.          Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.          Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18.          Severance

18.1        If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

18.2        If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

19.          Entire agreement

19.1        This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2        Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

19.3        Nothing in this clause shall limit or exclude any liability for fraud.

20.          Assignment and other dealings

20.1        This agreement is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

20.2        IT Services may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that IT Services gives prior written notice of such dealing to the Customer.

21.          No partnership or agency

21.1        Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

21.2        Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22.          Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

23.          Notices

23.1        A notice given to a party under or in connection with this agreement:

(a)        shall be in writing and in English or accompanied by an accurate translation into English;

(b)        shall be signed by or on behalf of the party giving it;

(c)        shall be sent to the party for the attention of the contact and at the address, or fax number listed in clause 23.3;

(d)        shall be sent by a method listed in clause 23.5; and

(e)        is deemed received as set out in clause 23.5 if prepared and sent in accordance with this clause.

23.2        The parties' addresses and contacts are as set out in this table:

Party

Contact

Address

Fax number

IT Services

[NAME OF CONTACT]

92 Wheat Street, Nuneaton, Warwickshire CV11 4BH

[FAX NUMBER]

[NAME OF PARTY]

[POSITION OF CONTACT]

[ADDRESS]

[FAX NUMBER]

23.3        A party may change its details given in the table in clause 23.3 by giving notice, the change taking effect for the party notified of the change at 9.00 am on the later of:

(a)        the date, if any, specified in the notice as the effective date for the change; or

(b)        the date five Business Days after deemed receipt of the notice.

23.4        This table sets out:

(a)        delivery methods for sending a notice to a party under this agreement; and

(b)        for each delivery method, the corresponding delivery date and time when delivery of the notice is deemed to have taken place provided that all other requirements in this clause have been satisfied and subject to the provisions in clause 23.6:

Delivery method

Deemed delivery date and time

Delivery by hand.

On signature of a delivery receipt.

Pre-paid first class post or other next working day delivery service providing proof of delivery.

9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

Fax.

At the time of transmission.

23.5        For the purpose of clause 23.5 and calculating deemed receipt:

(a)        all references to time are to local time in the place of deemed receipt; and

(b)        if deemed receipt would occur in the place of deemed receipt on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is deemed to take place at 9.00 am on the day when business next starts in the place of receipt.

23.6        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23.7        A notice given under this agreement is not valid if sent by email.

24.          Counterparts

24.1        This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

25.          Dispute resolution procedure

25.1        If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:

(a)        either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the IT Services’ Manager and the Customer’s Manager shall attempt in good faith to resolve the Dispute;

(b)        if the IT Services’ Manager and the Customer’s Manager are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 14 days after the date of the ADR notice.

25.2        The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute.

25.3        If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30days, the Dispute shall be finally resolved by the courts of England and Wales.

26.          Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27.          Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

This agreement has been entered into on the date stated at the beginning of it.

Schedule 1 : Project Plan

[DESCRIPTION OF THE SERVICES TO BE PROVIDED UNDER THE AGREEMENT.]

Schedule 2  : Pricing

Part 1.   Price

[DETAILS OF PRICE, FOR EXAMPLE THE FIXED PRICE OR DAILY RATE.]

Part 2.   Payment

[THE PAYMENT SCHEDULE, WHICH SHOULD INCLUDE THE DATES ON WHICH INSTALMENTS ARE TO BE INVOICED AND THE AMOUNT OF EACH INSTALMENT.]

 

Signed by [NAME OF DIRECTOR]

for and on behalf of IT SERVICES SUPPORT LIMITED

 

.......................................

Director

Signed by [NAME OF DIRECTOR]

for and on behalf of [NAME OF CUSTOMER]

.......................................

Director

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