| This is a sample agreement to provide consultancy & technical support , entered into by Neil S Bapty B. S c(Hons ) , of ... ... ... ... ... ... ... ... . , herein referred to as NSB and : - No Body herein referred to as the Customer . Commencement Date - 1. DEFINITIONS In this Agreement , unless the context otherwise requires , the following expressions shall have the following meanings : - " the Systems " means the systems specified in this Agreement in Schedule B and such additions and variations to such systems as may be approved in writing by NSB for inclusion in the Agreement . " the Customers Premises " means the Customer 's premises at which the systems are installed as specified in this Agreement in Schedule A. " the Commencement Date " means the date on which this Agreement shall become effective as specified above . " the Initial Period " means the twelve months from the Commencement Date . " the Monthly Charge " means the monthly charge referred to in Clause 3.1 of these conditions and specified in Schedule F. 2. DURATION This Agreement shall commence on the Commencement Date and shall continue for the Initial Period and shall remain in force thereafter unless or until terminated by either party giving to the other not less than ninety days written notice of termination on the last day of the Initial Period or on the last day of any calendar month thereafter ( but subject to the provisions for earlier termination contained in Clauses 3.1 and 10.1 of these conditions ) or until superseded by a future agreement which includes the support of the system covered by this agreement and such additional equipment as may be agreed by NSB . 3. CHARGES 3 .1 The Customer shall pay NSB a fixed Monthly Charge in advance for each month of this Agreement . For the Initial Period the Monthly Charge shall be the amount specified in this Agreement in Schedule F. NSB shall be entitled to increase the Monthly Charge for any subsequent year or years of this Agreement after the Initial Period by giving to the Customer prior written notice of such increase , as detailed in Schedule F. Where such notice is given the Customer shall have the right to terminate this Agreement by giving NSB written notice of termination within thirty days of the date of NSB 's notice of increase ( time being of the essence in this respect ) . 3.2 The Customer will pay for all work at the scale of charges for the time being in force detailed in Schedule G - Other Charges . 3.3 NSB shall be entitled to charge the Customer at NSB 's standard rate of charges for the time being for any site visits or other additional work caused by the Customer 's failure to comply with its obligations under this Agreement . 3.4 The Monthly Charge and any additional charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law . 3.5 Any charges payable by the Customer in addition to the Monthly Charge shall be paid within seven days after receipt of NSB 's invoice therefor . 3.6 If any sum payable under this Agreement is not paid within seven days after the due date then ( without prejudice to NSB 's other rights and remedies ) NSB reserves the right to charge interest on such sum on a day to day basis ( as well after as before any judgment ) from the due date to the date of payment ( both dates inclusive ) at the rate of Two per centum per annum above the base lending rate of the National Westminster Bank Plc for the time being in force . 3.7 The customer shall be entitled to vary the contract level , as illustrated in Schedule F , by giving a minimum of 90 days notice 4. SERVICES TO BE PROVIDED BY NSB 4.1 During the continuance of this Agreement NSB shall at the Customer request : - ( a ) subject to the Customer having the necessary connected dial-up modems , NSB will provide a remote diagnosis service during " Office " hours . ( b ) at the Customer 's request NSB will visit the Customer 's Premises to diagnose the nature and cause of faults or malfunctions and will advise as to the repair or replacement of faulty equipment . ( c ) advise as to the selection , and procurement of new equipment or software . 4.2 Provide additional services as specified in Schedule D. 5. EXCLUDED SERVICES The following are not covered by this Agreement : - 5.1 Service other than at the Customer 's Premises specified in Schedule A. 5.2 Consultancy services outside the scope of the services described in Clause 4 of these Conditions . 5.3 The repair or replacement of any hardware . 6. AVAILABILITY NSB agrees to be available a minimum of 330 days per year , subject to bookings , and will notify clients in writing of any period of unavailability greater than 3 working days . 7. CUSTOMER'S RESPONSIBILITIES During the continuance of this Agreement the Customer shall : - 7.1 Provide NSB free of charge with adequate working space and facilities to enable NSB to carry out his duties under this Agreement . 7.2 Make available to NSB free of charge such programs operating manuals and other technical information regarding the System as may be necessary to enable NSB to perform his duties under this Agreement and if requested by NSB to provide staff familiar with the Customer 's programs and operations to co-operate with NSB in the diagnosis of any fault or malfunction in the System . 7.3 Keep full security copies of the Customer 's programs data bases and computer records in accordance with the best computer practice . 7.4 At the Customer 's expense provide at the Customer 's Premises such dial-up modems and other telecommunications facilities as may be reasonable requested by NSB for testing and diagnostic purposes , detailed in Schedule C. 7.5 Provide NSB free of charge parking facilities , where such parking facilities can reasonable be provided , or are provided to partners , directors , or employees of the customer . 7.6 Comply with specific provisions detailed in Schedule C. 8. LIABILITY 8.1 NSB shall indemnify the Customer against any personal injury to or death of any person caused by the negligence of NSB whilst acting in the course of his duties . 8.2 Subject to Clauses 8.1 but notwithstanding anything else contained in this Agreement NSB shall not be liable to the Customer for any direct , indirect incidental or consequential loss or damage suffered by the Customer whether arising from negligence breach of contract or otherwise ( including but not limited to loss of profits or contracts loss of use of the System or any equipment comprised therein or loss of or damage to the Customer 's programs and data ) . 8.3 NSB 's total liability except under Clause 8.1 for any claims of whatever nature arising from one or more related acts or omissions under this Agreement shall not exceed Five hundred pounds . 9. INTELLECTUAL PROPERTY 9.1 The knowledge , techniques , and information NSB uses to solve problems and design solutions remains the intellectual property of NSB , and NSB reserves the right not to disclose any information other than administrative passwords to the client . 9.2 NSB reserves the right to suspend working on a problem , without warning , should he feel that the actions of the Client , their employees , or their sub-contractors , could compromise the confidentiality of his intellectual property . 9.3 The ownership of any network designed created for the client by NSB remain the property of NSB , and the client agrees not to re-use any such designs , without the written permission of NSB . 10 . TERMINATION 10.1 Notwithstanding the provisions of Clause 2 of these Conditions this Agreement may be terminated : - ( a ) By NSB forthwith on giving notice in writing to the Customer if the Customer shall fail to pay any sum due under the terms of this Agreement ( otherwise than as a consequence of any default on the part of NSB ) and such sum remains unpaid for fourteen days after written notice from NSB that such sum has not been paid ( such notice to contain a warning of NSB 's intention to terminate ) ; ( b ) By either party forthwith on giving notice in writing to the other if the other commits any serious breach of any term of this Agreement ( other than any failure by the Customer to make any payment hereunder in which event the provisions of paragraph ( a ) above shall apply ) and ( in the case of a breach capable of being remedied ) shall have failed to remedy the breach within 30 days after the receipt of a request in writing from the other party so to do ( such request to contain a warning of such party 's intention to terminate ) . 10.2 Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination . 11 . MISCELLANEOUS 11.1 Neither party shall be liable to the other for failure or delay in the performance of any obligation under this Agreement ( other than any obligation to pay money ) if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations . 11.2 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party . 11.3 Neither party shall rely upon any variation of this Agreement or waiver of any of its terms unless contained or evidenced by letter or other document written on behalf of the other party . 11.5 This Agreement shall be subject to and interpreted in accordance with English law and any dispute or difference which may arise between the parties concerning this Agreement shall be determined by the High Court of Justice in England and NSB and the Customer submit to the exclusive jurisdiction of that Court for such purpose . 11.6 All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or to such other address within the United Kingdom as the recipient may designate by written notice to the other . Any such notice may be delivered by hand or by first class pre-paid recorded deliver letter and shall be deemed to have been served if by hand when delivered if by first class post 48 hours after posting . |