Customer Agreement & Service Terms
Our CUSTOMER AGREEMENT FOR THE DELIVERY OF PRODUCTS AND SERVICES (the “Agreement”) is between (the “Customer”) and SenServe Limited. The Term “PRODUCT” or “PRODUCTS” and/or “SERVICE” or “SERVICES” is only to be used by the “Customer” and Nominated Partners identified by the “Customer” in this agreement.
TERMS AND CONDITIONS
- SenServe Limited agrees to provide the SERVICES and/or deliver PRODUCTS for the Customer as per agreed Scope of Works (SOW) between both parties. The PRODUCTS and/or SERVICES are only to be used for the agreed CUSTOMER and/or Nominated Partner listed on this Agreement, following Customer’s return of the completed agreement to SenServe Limited
- SenServe Limited will accept and acknowledge change requests from designated point of contact identified by the customer within agreed scope.
- SenServe Limited will provide hand over session to designated staff identified by customer’s point of contact after the delivery of products and/or services. On-Site, teleconference or specially arranged training can be arranged for an additional cost.
- SenServe Limited shall use commercially reasonable efforts to ensure accurate service (s) delivery according to agreed (SOW) and unless agreed, can only offer limited after sales customer support related to the services within the hours of 09:00 AM-05:00 PM GMT (Monday-Friday) valid after 14 days of services completion excluding unforeseen outages and events of Force Majeure. The technical support team will provide first level system support via telephone, remote access and on-site visits for an agreed cost.
- The technical support offered by SenServe Limited for services does not include issues caused by viruses, worms, Trojans, malicious activity, hacking attempts, server operating system bugs, server updates, software licensing issues and third parties interference and/or disruptions.
Unless support arrangement is in place, SenServe Limited is not responsible to offer support in an event of services failures caused due to un-supported and un-planned activities carried out by Customer and/or Nominated Partner and/or any other 3rd Parties who have not been identified by the customer in this agreement.
- Unless agreed, SenServe Limited is not responsible for providing support and/or manufacturer warranties on any of the products SenServe Limited has sold to the customer. The customer must contact the equipment vendor or hardware manufacturer for any after sales support and warranty related issues unless agreed on a separate support contract. SenServe Limited will however endeavour to replace or repair any Dead on Arrival (DoA) equipment according to manufacturer’s or hardware vendor’s official guidelines and procedures.
- Unless agreed, SenServe Limited is not responsible for managing customer’s Local Area Network (LAN) and Wide Area Network (WAN) infrastructure but will produce the industry standard connectivity test result certificates upon completion of any cabling work agreed in SOW. SenServe Limited will not take responsibility If the systems are not accessible from any of the terminals or PC’s due to configuration and or firewall issues.
- Customer will work with SenServe Limited technical support team to resolve customer service issues in an expeditious and timely manner.
- SenServe Limited will provide Customer account management services, which are normally and usually provided to customer at no additional cost.
- Proprietary Rights: SenServe Limited claim copyright protection on for any software used while offering professional services. The software documentation and copy, including all feature and arrangements, are subject to trademark and copyright. Customer acknowledges that it acquires no rights or license with regards to any software acquired by SenServe Limited and not allowed to copy anything under this Agreement. Customer will not alter any software code or use the software to avoid payments. Customer will not reproduce or decompile the SenServe Limited owned software code, documentation or any other proprietary technology owned or sensed by SenServe Limited
- Mutual and Specific Indemnities: Each Party agrees to defend, at its expense, and indemnify and hold the other harmless from and against any third party claim arising from a breach by the indemnifying party of any term or condition of this agreement.
- As between the parties. The confidential information of each party will remain its sole property. All confidential information shall be held and protected by the recipient in strict confidence, and shall be used by the recipient only as required to render performance or to exercise rights and remedies under this agreement. Each party will protect the other party’s confidential information from unauthorized use, access or disclosure with the same measures that the recipient takes to protect its own preparatory information of like importance, but in an even less than reasonable case. No confidential information will be disclosed to any third party by the recipient party without the prior written consent of the disclosing party, except that each party may disclose this Agreement and the other party’s confidential information to is affiliates and their respective directors, employees, attorneys, agents, auditors, insurers and subcontractors who require access to such information in connection with their employment or engagement and who are obligated to keep such information confidential in a manner no less restrictive than set forth in this Section. The party employing or engaging such persons is responsible and liable for their compliance with such confidentiality obligations customer agrees to hold all the terms, fees, prices, transactional and billing details, and contents of this Agreement in Strict confidence. Customer may disclose the terms of the Agreement to their responsible employees, advisors and consultants with a bona fide need to know who agree to maintain confidentiality.
- Required Disclosures. Each party may disclose the confidential information of the other party in response to a request for disclosure by a court or another governmental authority, including a subpoena, court order, or audit-related request by a taking authority, if that party:(i) promptly notifies the other party of the terms and the circumstances of that request, ( ii) consults with the other party, and cooperates with the other party’s reasonable requests to resist or narrow that request, (iii) furnishes only information that , according to written advice of its legal counsel, that party is legally compelled to disclose, and (iv) uses reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded the information disclosed.
- Choice of Law: This Agreement, and all of its provisions, will be governed by and consumed in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts for all issues arising in respect of this Agreement.
Notwithstanding anything herein to the contrary, in the event of an actual or threatened breach of the use restrictions placed on the SenServe Limited’s Products, Services, or related software or the congeniality provisions contained herein, the non-breaching party will be entitled, without waiving any other rights and remedies and without obligation to post a bond, to such injective or equitable relief as may be deemed proper by a court of competent jurisdiction.
- Successors in interest: This agreement shall be binding upon the successors, transferees and assigns of the parties.
- Severability: In the event that any provision of this agreement is found invalid or un-enforceable pursuant to a judicial decision, the remainder of this Agreement shall remain valid and enforceable.
- Survival: All provisions of this Agreement relating to payment confidentiality, non-disclosure, and proprietary rights shall survive the termination of this agreement.
- Notice: Any notice under this Agreement shall be in writing and shall be deemed given when received and may be delivered (I) by hand, (ii) by mail, in official governmental Mail, postage, prepaid, or (iii) by overnight delivery service, Notices to the parties shall be sent to the registered addresses and it to SenServe Limited with a copy to the office of the General Counsel.
- Entire Agreement: This Agreement is the complete agreement of the parties and supersedes all prior oral or written agreements, contracts, proposals, understandings, offers and discussions. This Agreement may not be modified or altered except by written instrument executed by both parties.
- Third Party Providers: SenServe Limited delivers some products and/or services through third-party providers that may require customer to enter into an additional separate agreement, in order to participate in certain programs or services. Customer acknowledges that participation in such third-party programs or services remains at the discretion of the third party provider. In addition, SenServe Limited may depend on contractual relationships with third party providers for products and services offered to Customer, In the Event that a contract upon which SenServe Limited relies for any services or product terminates SenServe Limited will use commercially reasonable efforts to provide such product and or service itself or through another provider. SenServe Limited may, however, suspend or terminate any such product or service, without liability to SenServe Limited, if unable to provide a substantially equivalent alternative. Customer shall have no further obligation to pay for any such suspended or terminated product and or service and customer may contract directly with another provider for such products and services.
- Force Majesties: No party Shall be liable to any other party for any delay or failure to perform due to causes beyond its control including, without limitation, fire, flood, wind, lighting, strike, work stoppage, war insurrection or terrorist act, failure of any local state, national or international telecommunications carrier, connectivity provider or act of God or public enemy.
- Offer Expiration: This offer for services and the pricing contained herein will null and void this Agreement if not Signed and returned to SenServe Limited within 14 days of issuance.
- “Confidential Information”: means the terms and conditions of this Agreement, any and all applicable IP Rights, proprietary and confidential information of SenServe Limited or Customer, their affiliates, subsidiaries, successors or assigns concerning their past, present or future industrial, corporate and trade secrets research, development, business activities or affairs, finances, properties. Methods of operation, processes and systems and agreements related to business of SenServe Limited or Customer disclosed under this Agreement. Confidential Information does not include any information that (1) is or becomes generally known to the public, (2) which was in the receiving party’s possession or was known by prior to receipt by the disclosing party without the use of the other party’s Confidential Information.
- LIMITATION OF LIABILITY: SENSERVE LIMITED WILL NOT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMGES ( INCLUDING LOSS OF PROFITS, REVFENUE OR SAVINGS) ARISING OUT OF CUSTOMER’S USE OF PRODUCT (S) AND/OR SERVICE (S) WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILTY OR OTHERIWISE EVEN IF SENSERVE LIMITED HAD BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF IN NO EVENT WILL SENSERVE LIMITED WILL INCUR LIABILITY FOR ANY REASON THAT EXCEEDS THE AMOUNT PAID TO SENSERVE LIMITED UNDER THIS AGREEMENT.
- DISCLAIMER OF WARRANTIES: SENSERVE LIMITED PRODUCTS(S) AND/OR SERVICE(S) IS PROVIDED “AS IS”. SENSERVE LIMITED MAKES NO WARRANTY. EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABLITY OF SENSERVE LIMITED WHATSOEVER. THE PARTIES AGREE AND ACKNOWLEDGE THAT THIS PROVISION IS MATERIAL TO THE AGREEMENT AND IS A SIGNIFICANT CONSIDERATION IN SENSERVE LIMITED WILLINGESS TO ENTER INTO THIS AGREEMENT.
For any change requirements for product(s) and/or service(s), it is essential that these are controlled in order to evaluate timescales, resources and costs. SenServe Limited’s Project Management procedures will manage risk, manage quality, and control change on the project. Risk Management is the process of analysing where issues may arise and how the risk of this occurrence can be mitigated. Quality Management is the verification of the quality of work done on the project, either through testing or reviewing the work in a structured manner. The tester will typically be involved from the beginning of the project and will be responsible for setting up test procedures with the Project Manager. For smaller changes the same person may carry out implementation of all of the procedures detailed above.
Any changes requested by customer during the product(s) and/or service(s) delivery and/or implementation phase will be subject to the following process and will adhere to the initiation procedures and constraints:
- Change Request document will be issued by the customer outlining the requirements.
- An analysis exercise will be undertaken to establish the detail and impact of the change will have to the originally agreed SOW
- Depending on the scope of change an updated or separate proposal will be provided to the customer outlining the change, cost and timescal
- A risk assessment will be carried out before making any changes that could have a significant business impact.
- If agreed, the work will be planned and executed using the same life cycle according to SenServe Limited’s standards
We will be using SenServe Limited’s Quality Management System (our Standards & Procedures) for providing the service/product. We follow best practice guidelines set by ITIL. The quality of work is constantly reviewed by your assigned account manager/director with regular communications as described below.
Support Implementation Plan: The account manager and director will monitor and keep the product(s) and/or service(s) initiation document updated. The account manager will circulate any changes to the product(s) and/or service(s) requirements in the form of a support addendum document. Where necessary, product(s) and/or service(s) cost differences will be detailed in this document. For extensive changes to the support agreement a separate Support Initiation Document will be completed.
Constraints & Assumptions:
The following are required elements for the delivery of the product(s) and/or service(s):
- Site attendance and/or response time to sites may be subject to traffic delay
- Availability of 3rd party products and services related to the project but not part of the SOW is customer’s responsibility
- SOW document must accurately define the technology used and operating criteria required by the customer
- Customer will manage the expectations of the user community and key stakeholders for the delivery of the product(s) and/or service(s) SenServe Limited will bring
- Customer will provide a site contact for to whom SenServe Limited staff can update on the progress of and contact for any questions, queries related to the delivery of any product(s) and/or service(s)
- If overnight stay is required for any engineer site visit, customer will provide the engineer with accommodation with no charge to SenServe Limited
Payment Terms: Customer agrees to the agreed costs as per the payment plans for any product(s) and/or service(s). Outstanding payments are due within 30 days of product(s) and/or service(s) delivery. SenServe Limited reserves the rights to roll back and remove the product(s) and/or service(s) if the payments are not released as per the payment terms.
Orders agreed with different payment terms may override this.
SenServe Limited and Customer agree to all terms of this Agreement included in the Terms and Conditions, Person executing this Agreement on behalf of Customer and SenServe Limited each certify that he or she is an officer of Customer or SenServe Limited, or that he or she has been granted full authority to execute this Agreement.
This document was last updated on 20th May 2018.