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GTI computers : terms and conditions
1. Definitions
"GTI computers" means GTI computers (Portsmouth) Ltd.
"Customer" means the individual, firm or company named in Schedule I.
"Agreement" means the contract between GTI computers and the Customer incorporating these terms and conditions.
"Equipment" means the computer equipment listed in Schedule II attached.
"Installation Address' means the relevant location mentioned in Schedule I.
"Maintenance Hours" means the period between 09.30 and 17.30 Monday to Friday excluding statutory holidays.
"Schedule" means the schedule or schedules included with or attached to this document.
2. Service Provided
During the continuance of this Agreement GTI computers shall provide the maintenance schedule as mentioned in Schedule III attached in respect of the Equipment during Maintenance Hours.
a) Preventative maintenance routines will be executed at such intervals as are mentioned in Schedule III attached, and will consist of such testing, lubrication, adjustment and replacement of worn parts as is deemed necessary by GTI computers to keep the Equipment in good working order.
b) For On-site maintenance service Customers. Upon receipt of notification from the Customer that the Equipment has failed or is malfunctioning GTI computers shall during Maintenance Hours provide a guaranteed next working day response time to emergency calls to remedy the malfunction of the Equipment including the replacement of unserviceable parts, providing the notification is received prior to 1600 hrs the day before. GTI computers may as an option and as a temporary measure provide a substitute unit for any of those constituting the failed Equipment.
c) GTI computers has the right to sub-contract any part of the service to be provided under this Agreement.
d) Service may be provided outside normal Maintenance Hours (subject to agreement) at an additional charge.
e) The provision of the maintenance service is conditional on the prior payment of maintenance and all other charges rendered by GTI computers to the Customer whether under this Agreement or otherwise.
f) Remote access of the Customers system (computer or data storage device) is for maintenance and support purposes only. Modification or manipulation of documents or files for purposes other than maintenance or support of the system is not part of the agreement.
3. Application of these terms and conditions.
a) Terms, conditions or stipulations contained in any purchase order or other form of writing or otherwise stipulated by the Customer and which are at variance with or additional to these terms and conditions are not binding upon GTI computers unless specifically accepted in writing by a Director of GTI computers.
b) This Agreement supersedes all prior communications and contracts between GTI computers and the Customer with respect to the subject matter of this Agreement.
4. Charges
a) The maintenance charge for each item in Schedule II is due for payment monthly in advance and in all circumstances not later than thirty (30) days after the date of the invoice.
b) The maintenance charge will be listed in Schedule I for the first year of this Agreement and thereafter may be subject to annual increases which may be notified to the Customer from time to time. Any such increase shall take effect on the date for the renewal of this Agreement.
c) The maintenance charge covers all callout costs involved, subject to contract.
d) GTI computers reserves the right to charge for labour at a standard hourly rate or part thereof, plus a reasonable rate mileage to and from the customer's premises and for the replacement of any out of warranty parts associated with this maintenance Agreement.
5. Exceptions
a) The maintenance service does not include any maintenance of the Equipment which is necessitated as a result of any cause other than fair wear and tear including without limitation:-
(i) accident, abuse, negligence or fault of the customer or any third party;
(ii) failure or fluctuation of electric power, air-conditioning, humidity control or other environmental conditions;
(iii) any fault in any attachment or associated equipment (whether or not supplied by GTI computers) which does not form part of the Equipment;
(iv) act of God, fire, flood, war, act of violence, or any other similar occurrence;
(v) operator error or omission:
(vi) software incompatibilities, setup or misuse.
b) GTI computers reserves the right to make additional charges to cover abnormal use of the Equipment and repairs or replacement of any parts of the Equipment which have failed due to a cause other than fair wear and tear.
c) The maintenance service does not include:-
(i) Major repairs required in reconditioning or altering the Equipment;
(ii) Modifications to the configuration of the Equipment the supply of consumable items, including without limitation daisy wheels, ribbons, paper and other items deemed by GTI computers to be consumable;
(iv) Workshop overhaul or repair of the Equipment if, as a result of fair wear and tear, the Equipment can no longer be maintained in good working order. For such items GTI computers will upon request by the Customer submit a cost estimate of the work required. In the event that the Customer does not authorise the work to be carried out, the item or items concerned may be deleted from the Schedule II and such deletion initialled by an authorised signatory of GTI computers.
6. Duration
This Agreement shall commence on the date shown in Schedule I overleaf and will continue for a minimum of one (1) year. This Agreement shall automatically continue from year to year thereafter until or unless either party gives to the other not less than ninety (90) days prior written notice of termination such notice to expire on the anniversary date of this Agreement.
7. Assignment
The Customer shall not assign or otherwise transfer all or any part of this agreement without the prior written consent of GTI computers.
8. Customer Obligations
The Customer will:-
a) ensure that environmental and electrical supply conditions suitable for the Equipment are maintained in accordance with the manufacturer's recommendations and will keep the Equipment clean and in good condition.
b) allow the representatives of GTI computers to have access to the Equipment for maintenance purposes, provide adequate working space and facilities for them and will co-operate with them in the diagnosis of any Equipment malfunction.
c) keep and operate the Equipment in a proper and prudent manner, ensure that only competent trained employees are allowed to operate it, and will use only media of a type approved by GTI computers, which approval will not be unreasonably withheld.
d) not move the Equipment nor make any addition, modification or adjustment to it without the prior written consent of GTI computers which consent will not be unreasonably withheld.
e) not allow persons other than the representatives of GTI computers to adjust, repair or maintain the Equipment.
f) maintain current back-up copies of the programs and data which may be affected by any breakdown or fault in the Equipment and ensure that such back-up copies are in order and available for use.
9. Liability
a) Except as provided in (c) below GTI computers shall not be liable to the Customer or any third party for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement or the maintenance carried out hereunder. Notwithstanding anything else contained in this Agreement, GTI computers expressly excludes liability for direct, indirect or consequential loss or damage arising from negligence, breach of contract or howsoever caused, including but not limited to loss of use of the Equipment or loss or spoiling of the Customers programs or data or to other equipment or property whether or not the same may be in GTI computers's care, custody or control, or for loss of profit, business, revenue, goodwill or anticipated savings.
b) In the event that any limitation or provision is held to be invalid for any reason and GTI computers becomes liable for loss or damage that would otherwise have been excluded, such liability shall be limited to the amount of the maintenance charge.
c) Nothing in this Agreement shall exclude any liability of GTI computers for death or personal injury to the extent that the same arises from the negligence of GTI computers or it's representatives.
10. Force Majeure
Neither party shall be under any liability for failures or delays attributable to causes beyond its control.
11. Manufacturers
It is assumed at all times by GTI computers and it's representatives that permission is gained by the Customer from the Equipment manufacturer and or supplier to the effect that any warranty or agreement previously in force with the said manufacturer and or supplier will not be deemed null and void following any inspection, work or maintenance by GTI computers or it's representatives.
12. Termination
Notwithstanding anything else contained herein, this Agreement may be terminated without prejudice to any pre-existing rights:-
- by GTI computers forthwith on giving notice in writing to the Customer, if the Customer should fail to pay any sum due under the terms of this Agreement or otherwise.
- by either party forthwith on giving notice in writing to the other if the other commits material breach of any term, condition or provision of this Agreement.
13. Arbitration
Any question or difference which may at any time arise between the parties hereto concerning the provisions of this Agreement of the effect thereof or the rights and duties of the parties hereto shall be referred to a single arbitrator to be agreed between the parties hereto or in default of agreement to be appointed by the President for the time being of the Institution of Electrical Engineers and such reference shall be deemed to be for all purposes a reference to arbitration under Arbitration Act 1950 or any statutory modifications or re-enactment thereof for the time being in force.
14. Notice
Any notice given hereunder may be sent by post addressed to the party to be served at it's address and a notice so sent by prepaid post shall be deemed to have been received by the party to which it is addressed at the time at which it would have been delivered in the ordinary course of post.
15. Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England.
16. Payment
Payment for products and services supplied by GTI computers (Portsmouth) Ltd. Is due on the day of delivery unless a prior credit arrangement has been agreed in writing. All equipment remains the property of GTI computers (Portsmouth) Ltd. until cleared funds have been received.
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