TERMS & CONDITIONS
The Agreement begins on the start date specified in the Agreement.
The Agreement will remain in force until the Renewal Month and will then be automatically extended for annual period(s) until all items have been withdrawn from service under the Agreement.
Except as otherwise provided herein, NETFORCE may withdraw individual items from the Agreement at the end of the first year of maintenance by providing the Customer with one month’s prior written notice.
SERVICE AVAILABILITY
NETFORCE will provide service availability during NETFORCE’s normal business hours. For clients with a Service Level Agreement, service is provided as per the conditions of that agreement. Service provided under the Agreement does not assure uninterrupted operation of the Hardware or Software.
CHARGES
The Customer agrees to pay the Service Charge as indicated on the face of the Agreement. Service Charges are subject to increase by NETFORCE upon 30 days’ prior notice to the Customer.
If the Customer requests service to be performed at a time outside the times covered by their particular Agreement the service, if available, will be furnished at NETFORCE’s applicable hourly rates and terms then in effect.
Changes in equipment specifications may result in an adjustment of the Service Charge. Such adjustment will become effective upon the installation of the specific change.
TAXES
In addition to the charges due under the Agreement, the Customer agrees to pay amounts equal to any taxes resulting from the Agreement, or any activities hereunder exclusive of taxes based on income.
CANCELLATION POLICY
The Customer agrees to provide NETFORCE with one month written notice of cancellation of policy.
INVOICING
The Service Charges will be invoiced in advance. In the event of non-adherence by the customer to the payment terms on the invoice(s) relating to the Agreement or of any other failure by the customer to comply with any of the obligations under the agreement, NETFORCE shall be entitled, at its own discretion, to withhold services and/or support until such time as the customer is no longer indebted to NETFORCE and/or has fulfilled its own obligations, as the case may be, without prejudicing any other remedies to which NETFORCE may be entitled under the terms of the agreement.
DISCLAIMER AND LIMITATION OF LIABILITY
All terms implied either in common law or under the Sale of Goods and Supply of Services legislation are hereby excluded. NETFORCE’s liability to the Customer for damages, from any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to twice the amount of the Annual Service Charges for the specific items under the Agreement that caused the damages or that are the subject matter of or are directly related to the cause of the action. The foregoing limitation of the liability will not apply to claims for personal injury or damage to real property or tangible personal property caused by NETFORCE’s negligence.
In no event will NETFORCE be liable for lost profits or other consequential damages even if NETFORCE has been advised of the possibility of such damages or for any claim against the Customer by any other party.
NETFORCE does not warrant that the operation of the items covered by the Agreement will be uninterrupted or error free, or that the functions or performance of these items will meet with the clients requirements.GENERAL
Subject to the terms of the following paragraph, NETFORCE may, upon twelve month’s prior written notice to the Customer, modify the terms and conditions of the Agreement except the Section hereof entitled “Charges”. NETFORCE may, upon 30 days prior written notice to the Customer, modify the terms and conditions of the Section hereof entitled “Charges”.
Any such modification will apply unless the Customer exercises the option to terminate the Agreement or withdraw the equipment effected by such modification. Otherwise, the Agreement can only be modified by a written agreement duly signed by persons authorised to sign agreements on behalf of the Customer and of NETFORCE and variance from the terms and conditions of the Agreement in any Customer order or other written modification will be of no effect.
The Customer represents that the Customer is either the owner of or licensed to use the items under the Agreement or, if not, has authority from the owner to include such items under the Agreement.
The Agreement may not be assigned; its rights, duties and obligations may not be assigned or transferred by the Customer without the prior written consent of NETFORCE. Any attempt to assign or transfer any of the rights, duties or obligations of the Agreement without such consent is void.
Either party may withdraw any item or all items from the Agreement for failure of the other to comply with any of its terms and conditions.
No action, regardless of form, arising out of the agreement may be brought by either party more than two years after the cause of action has arisen or in the case of non payment, more than two years from the date of last payment.
If any provisions of the Agreement are held to be void, invalid, illegal or unenforceable, this will not affect the validity, legality and enforceability of the other provisions.
The Agreement will be governed by the laws of the Republic of Ireland
EXCLUSIONS
Service under the Agreement does not include:
(a) The provision of any advice, service, analysis or assessment of the suitability of the customers computer hardware or software to adequately or at all deal with:
(b) Repair of damage or increase in service time caused by accessories, alterations, attachments or other devices not furnished by NETFORCE; repairs to damaged programs or data files resulting from hardware failure, or improper operation, or viruses, or loss of data due to error in backup procedure, or insufficient backup volumes
(c) Furnishing supplies, or accessories, or other consumable items (including printheads); inspecting altered machines; making specification changes or performing services connected with
relocation of equipment; or adding or removing accessories, attachments or other devices.
(d) Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by the use of supplies;
(e) Service of accessories, alterations, attachments or other devices not furnished by NETFORCE;
(f) Additional service time and/or replacement parts due to conditions setforth in the Sections hereof entitled “Access to Items” “Engineering Changes- Installation and Control.”.
(g) Repair of damage or increase in service time caused by: accident such as breakage, shock or spillage; misuse or abuse; disaster which shall include but not be limited to fire, flood, water, wind and lightning; transportation; neglect or misuse;
(h) Such service which is impractical for NETFORCE to render because of alterations in, or attachments to, an item or its connection by mechanical or electrical means to another device.
(i) Relocation of items and costs associated with relocation. Relocation to another country may result in NETFORCE no longer being able to maintain an item.
(j) General usage and queries on ‘how to’ with items listed in the Agreement
(k) Consumables items such as Toners, Fuser Units, Ribbons etc.
(l) A full system recovery carried out by NETFORCE or restoration of one or more files
(m) Problems caused by a user accidentally or knowingly deleting files or programs
(n) Issues relating to third party solution or product. If NETFORCE has been assisting in the resolution customer will be charged accordingly
ACCESS TO ITEMS
In order for NETFORCE to carry out its support obligations the Customer shall:
(a) Provide NETFORCE with full and free access to the items covered by the Agreement
(b) When possible, have a technically competent person with knowledge of the system present throughout the time NETFORCE is working on the issue.
(c) Retain copies of all software, compete with valid licence keys, in a safe and accessible place, and provide NETFORCE with this in the event of a re-install
(d) Provide a suitable working environment for access with all facilities including, but not limited to, adequate space, electrical power and telecommunication facilities
If persons other than NETFORCE representatives shall install model conversions or feature additions or shall perform service on a machine, and as a result further repair by NETFORCE is required, such further repairs will be made at NETFORCE’s applicable time and material rates and terms then in effect.
If such additional repair is required, NETFORCE may withdraw the item from the Agreement upon one month’s prior written notice to the Customer following any repetition of the need for additional repair of such items caused by non-NETFORCE service activity.
ENGINEERING CHANGES - INSTALLATION AND CONTROL
Engineering changes, determined applicable by NETFORCE, will be controlled and installed by NETFORCE on items covered by the Agreement. The Customer may, by providing notice subject to written confirmation by NETFORCE, elect to have only mandatory changes, as determined by NETFORCE, installed on items so designated.
HARDWARE
- Replacement equipment will be provided in the event of a problem not being resolved onsite subject to that being a condition of the Service Level Agreement. This equipment will be left in place until such time as the faulty equipment can be repaired and returned to site. Where applicable the operating system will be installed to the default factory settings.
- NETFORCE adheres to specific procedures for documentation of any customer equipment taken off-site for repair or replacement and fully adhere to the customers tracking procedures as required
CUSTOMER DATA AND PROTECTION
- NETFORCE can at no time accept responsibility for loss of data due to failure of a backup system or data corruption arising from viruses.
- It is customer’s responsibility to ensure awareness of the procedures to backup data and test the integrity of these backups
- The Customer needs to ensure that an up-to-date Computer Anti-Virus System in place.
- NETFORCE can assist to put procedures in place, to update and monitor the Customer’s anti-virus software, but it is the Customer’s responsibility to ensure that anti-virus software is kept up to date.
SOFTWARE UPGRADES
If applicable, NETFORCE will install the latest patches available for a supported product. However, NETFORCE cannot be held responsible for products affected by such upgrades. It is recommended to only install updates on one machine and monitor its performance and responsiveness over a period of time before rolling out to the rest of the Customer’s site. NETFORCE test Microsoft patch updates prior to release for Service Level Agreement clients.
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