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CDN NETWORKS LTD – Standard Maintenance Terms and Conditions

MAINTENANCE SERVICE

Subject always to the terms of the particular agreement governing the provision of maintenance services (“the Agreement”) CDN Networks shall use all reasonable endeavours to maintain the Hardware in good working order and in particular shall undertake maintenance services (hereinafter referred to as “the Maintenance Services”) as follows:-

Corrective Maintenance

If a fault occurs in the Hardware, CDN Networks shall carry out corrective maintenance during CDN Networks normal working hours (9am to 5pm, Monday to Friday, excluding Public Holidays) and/or during other period(s) and subject to such additional charge(s) as may be specified in the Agreement.

Services Not Provided

The Maintenance Services do not include maintenance of repairs necessitated than by fair wear and tear or otherwise than by the neglect or default of CDN Networks, including but not limited to any misuse or default of the Customer or any third party, failure or fluctuation of electric power, humidity controls or other environmental conditions, or faulty communication or data transmission lines.

CDN Networks will at the request and expense of the Customer repair or replace any part of the Hardware which requires maintenance or repair due to causes not covered by the Maintenance Services (in so far as it is within the power of CDN Networks so to do) at CDN Networks’ standard charges for the time being in force.

ACCESS

For the purpose of undertaking the Maintenance Services, CDN Networks shall have full safe access to the site/hardware. If a Cherry Picker is required to gain access to the installed equipment for Maintenance purposes then the customer must meet these costs, alternatively the customer can supply the Cherry Picker for use by CDN Networks Ltd at their own cost.

All CDN Engineers wireless Certified Enhanced CRB/DBS checked and all staff carry photo ID on their person.

CUSTOMER ASSISTANCE

The customer shall, at the request of CDN Networks, make available to CDN Networks all necessary documentation and systems data relating to the Hardware and shall, upon request and for the assistance of CDN Networks in undertaking the Maintenance Services provide staff familiar with the Customer’s programs and/or applications which staff shall fully co-operate with CDN Networks’ personnel in the diagnosis of any malfunction of the Hardware.

The Customer shall, for the purposes of maintenance of the Hardware, provide suitable working space and facilities and shall make available such safe storage of a suitable nature as may be requested from time to time by CDN Networks for the storage of test equipment and/or spare parts. The Customer shall take all reasonable precautions to ensure the care of such equipment and/or spare parts.

All charges and expenses incurred in fulfilling the obligations under sub-clauses (3.1) and (3.2) above shall be the liability of the Customer.

SPARE PARTS

CDN Networks will use all reasonable endeavours to supply all spare parts but CDN Networks shall not be liable or in default for any delay in performing, or failure to perform, the Maintenance Services due to force majeure provided always that, should any spare part be required to replace a part damaged otherwise than by fair wear or tear, as to which CDN Networks’ decision shall be final and binding on the Customer, CDN Networks reserves the right to charge the Customer in respect of any such spare part.

When replaced spare parts are fitted by CDN Networks the replacement spare parts shall become the Customers’ property and the parts removed shall become CDN Networks’ property unless otherwise agreed in writing between the parties.

NON-MAINTENANCE EQUIPMENT

If in the reasonable opinion of CDN Networks any part of the Hardware cannot be maintained satisfactorily by the provision of replacement spare parts or if a printed circuit board, major sub-assembly of the whole of the Hardware is damaged beyond economic repair than CDN Networks reserves the right to cancel the Agreement forthwith upon giving written notice to the Customer, in so far as it relates to that part of the Hardware and any other parts which are rendered inoperable or incapable of being maintained as a result.

CARE OF EQUIPMENT

The Customer shall exercise due care in respect of the Hardware and in particular shall house the Hardware in suitable premises and under suitable condition, shall not remove the Hardware to another location without notifying CDN Networks, shall use only such operating media as are approved by the Hardware manufacturer(s) or as may alternatively be advised in writing by CDN Networks from time to time.

The Customer shall carry out operator’s routine servicing of the Hardware in accordance with all as such instructions and recommendations as may be issued by the Hardware manufacturer(s), or as may alternatively be advised in writing by CDN Networks from time to time, but except insofar as Clause 7 hereof applies shall not otherwise adjust, maintain, repair, replace or remove any of the Hardware or any part therefore or permit any other person so to do.

The Hardware shall during the continuance of this Agreement where so ever it may be situated remain at the risk of the Customer.

CDN Networks Ltd will exclusively hold all passwords. If the customer does not wish to renew the maintenance contract CDN Networks require one months written notice, prior to the cease date to arrange to remotely change passwords. Additional charges will apply should password changes not be performed remotely.

NON-MAINTENANCE WORK

The Customer shall at all times notify CDN Networks of any work carried out to the Hardware by the Customer or by a third party. Any additional maintenance, which in the reasonable opinion of CDN Networks results from such work, will be chargeable by CDN Networks in accordance with CDN Networks’ standard charges.

Any non-maintenance work carried out by the Contract at the request of the Customer shall attach additional charges based on CDN Networks’ standard charges for such work as is from time to time established.

For the purposes of this Agreement non-maintenance work shall include but not limited to movement, modification, additions, deletions or attachments to the Hardware.

CHARGES

8.1 In consideration of the maintenance services to be provided by CDN Networks the customer shall whilst this agreement is in force pay CDN Networks the following:

8.2 A maintenance charge the amount of which at the date of this agreement is as set out in “The Maintenance Schedule Invoice” will be paid annually or as otherwise agreed with the customer and “on receipt” of invoice so long as this agreement remains in force. The maintenance charge shall be paid in full free of any taxation and any other deductions. The maintenance charge payable hereunder referred to does not include Value Added Tax which shall be charged at the appropriate rate from time to time as in force.

8.3 The Customer may not withhold the maintenance charge for any reason whatsoever and may not exercise any right of set off lien counterclaim or otherwise against such maintenance charge. During the maintenance period CDN shall visit site and conduct annual Health Checks on the wireless equipment, this is scheduled in by CDN unless otherwise specified.

8.4 If a maintenance invoice has not been paid and the period of cover has lapsed CDN will not attend to site. If upon receipt of an invoice the customer does not require maintenance cover the Customer must write to CDN of their intention to cease the contract and credit note will be issued. In the event of a contract expiring and the Customer requiring support CDN will charge £350.00 plus Value Added Tax which shall be charged at the appropriate rate as is in force, to visit site to ensure all equipment is working prior to any maintenance contract being reinstated.

8.5 Such further charges as shall be made by CDN Networks for services provided under the provisions of clause 1.2 and 7.0 hereof the amount of such charges to be notified by CDN Networks to the Customer at the time such additional services are requested and to be paid within 30 days of CDN Networks submitting an invoice in respect of the same. Price is subject to an annual escalation rate of RPI plus 2% for the ageing of the systems and increases in the cost to CDN Networks Ltd to provide the service to you.

8.6 CDN Networks hereby agrees that the maintenance charges set out in “The Maintenance Schedule” hereto shall not be altered for a period of 12 months from the date of this agreement except in the case of changes in the equipment in “The Maintenance Schedule” when the appropriate charge in respect of the changed equipment shall apply. Prices may be reviewed on the anniversary of this agreement and the customer notified 30 days in advance of the renewal date of any changes.

8.7 Maintenance Charges will increase annually by the Retail Price Index published by the Office of National Statistics + 2% on the anniversaries of the date of contract.

PERIOD

The period during which this agreement shall be in force is 12 months from the date hereof and (unless determined by either party giving not less than 30 days prior notice in writing before the end of the said 12 months) shall continue thereafter for 12 months to 12 months. In the event that the contract is in excess of 12 months the termination amount will be 75% of the overall contract value of the set period. Early termination fees may apply dependent on the said contract.


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