The Terms and Conditions detailed herewith refer to the Software Contract Agreement detailed as attached between “Euro Business Solutions Ltd.” (Hereafter referred to as EBS Ltd) and the Company referred to as “The Subscriber.”
1. Duration This agreement shall remain in force for the minimum period detailed in the attached schedule.
Any works requested under this maintenance agreement will only be performed if they are requested during the period of the agreement. Under no circumstances can work be carried out under this contract agreement after expiry of the agreement, even if the subscriber claims that the fault developed during the period of the agreement.
2.Sub-Contracting EBS Ltd reserve the right to assign or sub-contract this agreement either in whole or in part thereof to any competent person, firm or company.
3.Location The attached schedule details the location of the software, and EBS Ltd will only cover maintenance to this location. Wherein this agreement is for on-site work, EBS Ltd reserve the right to work on the software at EBS Ltd’s or it’s sub contractors locations.
4.Payment The subscriber will pay to EBS Ltd the standing charge for the maintenance agreement as detailed in the attached schedule, prior to commencement of the agreement.
All charges are exclusive of VAT and any other Government Taxes in force at the time of supply. These will be charged at the prevailing rate.
The Standing Charge will be due for payment in full, on or before the anniversary of the agreement, and the Subscriber shall not be entitled to withhold any payment or exercise any set off, lien or any other right or claim against this payment. EBS Ltd reserves the right to suspend services to the Subscriber in the event of late or short payment. EBS reserve the right to charge interest on late payments calculated at 4% above the prevailing base rate of the Bank of England.
5.Eligibility The attached Software Schedule must refer to software being in full working order to the satisfaction of EBS Ltd. on commencement of the agreement.
The Subscriber shall notify EBS Ltd promptly of any fault in the software and shall if necessary supply details in writing or by fax.
EBS Ltd will endeavor to arrange for an engineer to call at the location, as attached within the response time detailed in the agreement. EBS Ltd will not be liable to arrange for an engineer to call out with the hours of 09:00 to 17:00 Monday to Thursday and 09:00 to 16:00 Friday excluding Bank, Local and Public Holidays.
EBS Ltd reserves the right to charge for any costs or expenses incurred where work is necessary due to faults or as a result of the use of ancillary software/equipment, electrical or telephone supplies, or where the work is due to improper or negligent use of the of the software or the equipment on which it is installed, or where there is a fault not arising as a direct result of a defect in the software, or where the software is incorrectly reported as being faulty, or for call outs due to software malfunction related to operating system or other 3rd party software problems unless the relevant software is stated as covered under an EBS Ltd Software Contract Agreement.
The subscriber shall ensure that any engineer dispatched by EBS Ltd. shall have unrestricted access to the faulty software and any attached equipment associated with it. Where an engineer has to clear a workspace, any time involved in creating the clear workspace may be charged to the Subscriber.
The Subscriber shall remove any papers Stationery and non-connected materials from the vicinity of the repair prior to the arrival of EBS Ltd’s engineer.
EBS Ltd. reserves the right to examine or test any equipment / software detailed in the attached schedule at any time during the period of this agreement to assess its continued eligibility for cover.
6.Modifications, Alterations and Operation of Software The Subscriber shall not allow any software covered by the attached schedule to be modified, adjusted, maintained or repaired by any person other than EBS Ltd’s, or it’s agent’s engineers.
This agreement does not cover repairs to hardware, accessories, 3rd party software, attachments, additions or peripherals to the software detailed in the schedule or any repairs to the equipment/software required to operate as a result of any of the situations detailed above unless the Software Schedule has been updated by EBS Ltd to reflect the ancillary/additional equipment.
The Subscriber shall ensure that the equipment/software is operated in accordance with EBSs’ instructions, EBS Ltd shall not be liable for any work/development due to negligent or mis-use of the software by the Subscriber or any other party.
Any work whatsoever which EBS Ltd, or its agents carries out at the request of the Subscriber, its Staff or agents which is not covered by this agreement shall be charged at EBS Ltd’s standard rates and the cost of any expenses or materials incurred will be charged to the Subscriber. Where there is an additional charge as detailed above, the Subscriber shall pay the charge within 30 days of EBS Ltd. submitting it’s invoice for the work. Non or late payment may result in immediate cancellation of the contract by EBS Ltd. Provided that in the event of any such cancellation EBS shall forthwith repay to The Subscriber a pro-rata portion of the service charge.
The Subscriber shall ensure that the software is not moved, re-installed or re- installed on any computer without written confirmation from EBS Ltd.
This software relates to the address & number of users detailed in the Software Schedule any deviations must be with the confirmation of EBS Ltd.
7.Liability The Subscriber shall arrange and maintain adequate insurance covering loss and/or damage to the equipment being used to operate the software.
EBS Ltd. shall be under no liability for any injury, loss or damage whatsoever to any equipment or persons, or incurred by the Subscribers or any third party, or as a result of, or in conjunction with, the operation of the software, or the performance of any maintenance, repair or any other service.
In no circumstances can EBS Ltd be held responsible for any loss or damage to any 3rd party software or data held on the Subscribers equipment, and any repairs or maintenance carried out shall not include the restoration of any data / 3rd party software