terms and conditions

1.  (a) These Terms and Conditions shall apply to all maintenance services offered to be provided by Shift F7 Limited or any of its associated or subsidiary companies (hereinafter called "Shift F7") to the customer specified in the Service Agreement hereto (hereinafter called "the Customer").
(b) All quotations, Service Agreements, and Contracts for maintenance made by Shift F7 shall be deemed to incorporate these Terms and Conditions which shall be deemed to be substituted for any previously agreed Conditions contained in writing or otherwise submitted to the customer.
(c) No agreement or variation of these Conditions of whatsoever nature shall form part of or operate as a waiver or variation to this agreement unless expressly accepted in writing by a director of Shift F7.

2.  MAINTENANCE SERVICES:
(a) The maintenance services to be provided by Shift F7 or its authorised sub-contractors (hereinafter called "the Services") shall comprise:
(i) response to service calls requested by authorised personnel of the Customer and
(ii) repair or replacement (at the option of Shift F7) of defective parts of the equipment specified in the Schedule of Equipment and subsequent revisions hereto (hereinafter called "the equipment")
(b)(i) Shift F7 will respond to service calls received at their offices between the hours of 09.00 and 17.00 Monday to Friday inclusive (but excluding statutory holidays). Any service which Shift F7 agrees to provide at the Customer's request outside those hours will be charged at Shift F7's then current rate in force.
(b)(ii) Shift F7 will use its reasonable endeavours to provide the Services within estimated maximum response and fix times as indicated in the Schedule of Equipment.
(c) If Shift F7 personnel are called to the equipment site and in Shift F7's reasonable opinion there is no good reason for requesting such service then Shift F7 reserve the right to make an extra charge at the appropriate rate for all time spent by Shift F7 personnel as a result of that call and travelling to and from the equipment site and the provisions of this agreement shall apply to that sum as it would apply to the maintenance charge payable under this agreement.
(d) All parts or components which may have been removed from the equipment by Shift F7 as well as all equipment test equipment or tools which may be used in the performance by Shift F7 of the Services under this agreement shall belong to Shift F7.
(e) Shift F7's duties under this agreement do not include:
(i) effecting checking or repairing electrical work external to the equipment
(ii) changing or altering the equipment from the manufacturers' specification or effecting a repair due to any inherent manufacturing or design fault of the component manufacturer or the modification replacement enhancement or adjustments necessitated by such fault
(iii) providing accessories supplies operating materials or consumables (e.g. ribbons print wheels paper floppy disks etc)
(iv) painting or refurbishing the equipment or furnishing the material for painting or refurbishing.
(v) maintenance of accessories attachments machines or other devices not described in the Schedule of Equipment.
(vi) repairing or servicing necessitated as a result of accident misuse modification fault or negligence on the part of the Customer its employees agents contractors or third parties operator errors or by causes external to the equipment such as but not limited to failure or fluctuations of the electrical power or causes outside the control of Shift F7 and other than normal usage.
(vii) re-siting the equipment to a location other than the equipment site specified in the Schedule of Equipment or re-siting the equipment within the equipment site and any consequential work necessitated by any such re-siting
(viii) the saving streaming backing-up conversion patching editing re-configuring or restoration of any data program or operating system from any form of fixed or removable media or other storage device for whatever reason necessitated. A separate charge will be made for this service under the terms hereinafter appearing.

3. EQUIPMENT ACCESS
The Customer shall allow Shift F7 personnel to have full free and uninterrupted access to the equipment at all reasonable times in order to carry out the Services.

4. ADEQUATE FACILITIES
During the period of this agreement the Customer shall provide at its own expense for the use of Shift F7 personnel adequate working space within a reasonable distance of the equipment and shall make available at the premises at its own expense such ventilation light telephone and power supplies as Shift F7 may reasonably require to perform the Services.

5. SECURITY & INTEGRITY
The Customer shall be solely responsible for the security integrity and reliability of all programs and other information confidential sensitive or otherwise at the equipment site prior to during and after such time as Shift F7 employees agents or sub-contractors are present at the equipment site performing the Services. It is a further condition that the customer ensures that all the programmes applications and operating environments are of a release version or level which is compatible with the current level of hardware and are licensed for use by the customer.

6. NOTICES
Any notice required to be given hereunder shall be sent by first class recorded delivery addressed to the party to be served or at its current registered office in relation to a limited company.

7. CONDITION OF EQUIPMENT
(a) It is a condition of Shift F7's  Terms and Conditions that the equipment shall be in good operational condition as at the date of commencement of this agreement
(b) If there has been any delay other than that caused by Shift F7 between the expiry of any warranty in relation to any equipment referred to in the Schedule of Equipment and the date when it is required to be afforded cover under this Service Agreement or
if Shift F7 agrees to maintain equipment which it has not supplied and such equipment is not in good operational condition at that time then the provisions of this agreement shall not apply until such time as it is put into good operational condition to Shift F7's reasonable satisfaction
(c) Shift F7 shall be entitled to make an additional charge at the then current prices for any work required under the foregoing sub-clause which may be requested to be carried out by the Customer.

8. PERIPHERALS
In the case of computer peripheral equipment this agreement will not include the replacement repair or rectification of any user replaceable items or any of the following parts of that equipment:- Drums Developer Units Toner Dispensers Cartridges or Containers Fuser Assemblies Corona Wire or Assemblies Paper Transport Mechanism including sprocket spring feed platens rollers friction devices print heads ink jets or other mechanical imprinting heads paper or sheet feeding mechanisms or trays any options not specified in the Schedule of Equipment output collecting trays or mechanisms or any font cartridges or emulation cartridges connected to the equipment subsequent to its manufacturer or any damage caused to the electric circuitry of the equipment caused by the connection of any such peripherals to the said equipment or by the connection to the equipment of any peripheral not manufactured by the manufacturer of the original equipment itself.

9. CUSTOMER OBLIGATIONS
The Customer shall:
(a) Utilise the equipment correctly in accordance with the manufacturers or suppliers' operating manuals and instructions and with such operating supplies and consumables as are in accordance with the manufacturers or suppliers' requirements and promptly and regularly carry out all operations maintenance routines (if any) as are set out or referred to therein.
(b) Not allow any other person firm or company other than Shift F7 personnel or their sub-contractors to adjust repair alter or upgrade or maintain the equipment except for the usual operators' maintenance routines (if any) as specified in the foregoing sub-clause
(c) Notify Shift F7 immediately if the equipment develops an operating fault provided that if the Customer shall fail to notify Shift F7 in accordance with this sub-clause of any operating fault Shift F7's liability under this agreement shall be limited to such remedial work as would have been required had the fault been reported when it first arose and the Customer shall be liable for any additional services maintenance or repairs which are necessitated as a result of the delay in reporting the defect or operating fault to Shift F7.
(d) Not without prior written consent from Shift F7 for the duration of this agreement and for a period of two years after it’s termination however caused employ any Shift F7 staff. Where written consent is given a sum by way of an introductory fee may be charged. Should a member of Shift F7 staff be employed without written consent from Shift F7 then a fee calculated at 30% of the engagement gross annual salary will be payable and due immediately upon engagement.

10. INSURANCE
(a) All risks of loss of or damage to the equipment or to the equipment site shall be borne by the Customer save as provided herein
(b) All risks of loss of or damage to the equipment which had been removed from the equipment site by Shift F7 shall be borne by Shift F7 during its period of absence from the equipment site.

11. ARBITRATION
Any question or difference which may at any time arise between the parties hereto concerning the provisions of this agreement or the effect thereof or the rights and duties of the parties hereto (excluding those as to payment of Shift F7's charges or maintenance costs) shall be referred to a single arbitrator to be agreed between the parties hereto or in default of agreement be appointed by the President for the time being of the Institute of Electrical Engineers and such reference shall be deemed to be for all purposes a reference to arbitration under the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.

12. CHARGES
(a) The charges specified in the   Schedule of Equipment will be invoiced and are payable in advance. Shift F7 may request payment to be made by bankers standing order or direct debit at any time. In the event of any failure to honour any one or more standing order or direct debit payments Shift F7 shall be entitled to treat such failure as grounds for withholding the Services with immediate effect. Any other charges under this agreement will be invoiced by Shift F7 to the Customer and payment shall be due within seven (7) days from the date of invoice. Charges are exclusive of Value Added Tax or any other like taxes which will be payable by the Customer at the rate ruling at the tax point date
(b) If any charge or additional charge under this agreement due from the Customer shall not be paid within seven (7) days after it becomes due then Shift F7 reserves the right to suspend the services hereunder until such time as the amount due shall have been paid in full together with interest which shall be charged at 5% above Barclays Bank plc base rate on any balance due from time to time.
(c) Without prejudice to any other remedy Shift F7 may at any time by giving thirty (30) days written notice to the Customer vary any or all of its charges if for any reason the cost of Shift F7 performing the Services under the agreement are increased by any non-compliance by the Customer with the provisions of this agreement
(d) Charges payable under this agreement are subject to review at each anniversary of the commencement date of this agreement shown in the Service Agreement. The reviewed charges payable shall be calculated by multiplying the charges payable at the inception of this agreement by the ratio of the retail prices index at a date three months prior to such review date to the retail prices index at a date three months prior to the inception date.
(e) Any credit balance on the account relating to this agreement at the anniversary of the commencement date may, at Shift F7’s sole opinion, be carried forward as part payment against any charges for renewal of the agreement but under no circumstances shall Shift F7  be obliged at any time whether during or after the expiry of this agreement to make payment or repayment to the customer in respect of any such credit balance or part thereof.

13. DURATION
This agreement shall commence upon the Commencement Date specified in the Service Agreement and shall run for a period as stated in the Service Agreement. The minimum period being twelve (12) calendar months. The agreement shall continue thereafter upon the same terms (unless varied either as to Terms and Conditions or charges in accordance with the foregoing clause) unless terminated by Shift F7 giving the customer not less than three calendar months prior written notice or the customer giving to Shift F7 not less than three calendar months prior written notice expiring on any anniversary of the date of this agreement.

14. REMOVAL OF EQUIPMENT DURING TERM
The customer shall in the event of wishing to remove any items of equipment from the Schedule of Equipment be obliged to provide not less than three calendar months written notice of such removal expiring on any anniversary of the date of this agreement. Any such purported notice of removal of equipment not complying with this provision shall not be valid.

15. TERMINATION
(a) Shift F7 may by giving thirty (30) days notice in writing to the Customer terminate this agreement (without prejudice to its right to recover any sum due from the Customer) if either:
(i) any payment by the Customer shall be more than thirty (30) days in arrears or
(ii) the Customer shall commit any other breach of this agreement and shall not remedy the same within thirty (30) days of a written notice given by Shift F7 to the Customer requesting such remedial action
(b) The Customer may by giving thirty (30) days notice in writing to Shift F7 terminate this agreement if Shift F7 shall commit any material breach of this agreement and shall not remedy the same within thirty (30) days of written notice given by the Customer to Shift F7 requiring such remedial action.

16. REFURBISHMENT
If in the opinion of Shift F7 any component (part or complete) of the equipment under maintenance can no longer be subject to economic maintenance Shift F7 will submit a refurbishment cost estimate which will be in addition to the stated annual charge. If such work is authorised within one (1) month the item of equipment will subsequently remain covered under the provisions of this agreement. If not Shift F7 reserve the right to delete the item concerned from the provisions of this agreement with effect from the date Shift F7 first notified the customer with the refurbishment cost estimate.

17. SUB-CONTRACTS
Shift F7 shall be entitled to sub-contract to a third party all or any part of their obligations to provide the services in respect of the equipment.

18. LIABILITY

Clause 18 sets out the entire liability of Shift F7 to the Customer.

(a) Shift F7 shall indemnify the Customer for personal injury or death caused by the negligence of Shift F7 or its employees acting in the course of their duties.
(b) Shift F7 shall indemnify the Customer for direct damage to tangible property caused by the negligence or wilful default of Shift F7 or its employees in the provision of the Services or by the breach by Shift F7 of its contractual obligations arising under these terms and conditions.
(c) Except in respect of personal injury or death (for which no limit applies) the total liability of Shift F7 shall not exceed £250,000 in respect of each event or series of connected events.
(d) If an item within the Schedule of Equipment is certified as “Year 2000 Compliant” then Shift F7 will use all reasonable endeavours to ensure that any replacement part supplied or work carried out does not compromise its compliance. If after using reasonable endeavours Shift F7 does inadvertently compromise the compliance of that item, then Shift F7’s liability will be limited to 100% of the annual amount paid for the Service Agreement.
(e) In no event shall Shift F7 be liable to the Customer for any damages resulting from loss of data or use, corruption of data, loss of profits or business or any indirect or consequential loss or damage.
(f) The Customer shall indemnify Shift F7 in respect of any claim for loss damage or injury to any person or property occasioned by or arising from the possession operation use or modification of the equipment.
(g) The warranty in Clause 18 is given in place of all warranties, conditions terms, undertakings and obligations implied by statute, common law, custom, trade, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.

19. ASSIGNMENT
The Customer may not assign the benefit of this agreement its rights or obligations without the prior written consent of Shift F7. Shift F7 may however assign the benefit of this agreement its rights or obligations at any time.

20. FORCE MAJEURE
Any failure by Shift F7  to perform the Services for any cause beyond the reasonable control of Shift F7 shall not be deemed to be a breach of the provisions of this agreement by Shift F7.

21. LAW
The validity construction and performance of this agreement shall be governed by the Law of England.

22. SEVERABILITY
If any clause of this agreement shall be deemed or held to be unreasonable within the meaning of the unfair contract terms act 1977, then such clause or sub-clause as the case may be shall be deemed to be a severable part of this agreement and the remainder of this agreement shall remain fully effective but be read and construed as if such offending clause or sub-clause were not present.