This Contract of Engagement supercedes all prior agreements between the parties. Any mutually acceptable and authorised Work Order will be appended to this Contract of Engagement and supercede, as necessary, the corresponding elements in this Contract.
This agreement is between the following parties: The Client, and Alfred Ashley Group Ltd, hereinafter referred to AAG.
Throughout this Contract of Engagement, reference is made to AAG’ current Rate Card, which is hereby incorporated into this agreement in its entirety and made a part of this agreement as though it were set out herein.
Definition of Work
A) Services will be principally comprised of ongoing projects, ad-hoc training, project management, network administration, procurement, troubleshooting, upgrades and proactive planning. Individual projects and tasks will be planned and executed based on schedules developed primarily with the Primary Technical Contact listed below.
B) Specialty consulting services, such as Certified Data Cabling, Hosted E-mail and bespoke development, will be estimated on a per project basis. Desktop Level Support service is defined as for Standalone PCs, Hardware/Software. Server Level Support is defined as for Networked PCs, Multi-user Applications. It should be noted that hourly project estimates are not a fixed-price commitment and are only an estimate, based on needs analysis and network design.
A) Due to the dynamic nature of the industry, estimates for hardware, software, peripherals and procured services are not a fixed-price commitment and are only estimates, based on needs analysis and network design. Prices and specifications are subject to revision at the time of ordering. Client will be notified verbally, or in writing upon request, of any material differences before proceeding.
B) From time-to-time, in support of projects and tasks scheduled with Primary Technical Contact listed below, AAG will manage the procurement of technology assets and services. This will include, but isn’t limited to, interviewing and selecting suppliers, developing specifications, securing price quotes, preparing Purchase Authorizations, placing orders, tracking open orders and determining supplier compliance to specifications following delivery. All estimated product prices exclude freight and applicable VAT.
A) Minimum Charges – see Rate Charge.
B) Credit Limit – Pending Client’s completion of a credit application and satisfactory credit reference inquiry results, Client’s credit limit will be set.
C) Payment Terms -- Payment shall be by Direct Debit only, collected within 14 days of invoice, unless otherwise agreed in writing. Any extension or credit allowed to the Customer may be changed or withdrawn at any time.
Interest shall be payable on overdue accounts at the rate of 4% over NatWest Bank PLC base rate to run from the due date for payment until receipt by the Company of the full amount whether or not after judgement. Where an account requires litigation to collect an overdue debt an administration fee of £100 plus V.A.T. at the prevailing rate will be payable.
AAG reserves the right to deduct late fees from Client’s retainer deposit when applicable. In addition, AAG reserves the right to stop all work, until the account is brought current, in the event that any Client invoice is more than 30 days past due. Client agrees to bear full responsibility and reimburse AAG for any and all collection costs incurred by AAG due to Client’s non-payment or late payment of fees and other costs enumerated herein. Such collection costs may include but are not limited to, legal fees and court costs.
D) Retainer Deposit -- 1 Months deposit is required to consummate this Contract of Engagement.
E) Facilities Description -- The Client is provided with a telephone number that is known as the support line, which will be operational between the hours of 09:00 to 17:00 Monday to Friday except for Bank Holidays. Only calls made to this number or emailed will be processed as a helpdesk call. At the point a helpdesk call is made either an immediate response will be given or else an expert in the particular field will respond within the agreed time according to the service Level purchased.
The Support Line number is 0844 871 1803. It is also possible to email support questions to firstname.lastname@example.org.
F) Termination Procedure -- The support agreement will continue in 12-monthly periods unless terminated by the Client. Should the need arise to withdraw from the contract a notice period of 3 months is to be given to AAG by the Client prior to the next contract anniversary.
G) Changes to the contract -- AAG can change the Conditions (including the charges) at any time. However, in the case of a change of charges, The Client will have a 28 day period, following publishing, in which they may raise any objections.
AAG will publish the changed Conditions 28 days prior to instatement and the Client will have access to and be informed of the location of latest and definitive contract.
H) Software Licensing – AAG does not support unlicensed software. Client represents that all installed software is licensed. In the event that Client has any unlicensed software on premises, Client is responsible for notifying AAG of such so that a remediation plan can be prepared and implemented to assist Client in achieving 100% license compliance. Client is responsible for all media and should maintain an inventory of media. Should AAG attend site and are unable to complete the job due to unavailable media, full payment will still need to be made.
I) Recruiting or Hiring of AAG Staff and Contractors -- Client agrees to not recruit or hire or retain any AAG staff and/or outside contractors for employment or work of any kind, either as an employee or an independent contractor, except through AAG, during the duration of AAG servicing Client and for a period of twelve months thereafter. In addition, Client recognises that because of the substantial recruitment and training costs in the Information Technology industry, Client agrees that liquidated damages for such a breach will be 25% of the staff member’s or contractor’s then current annualized compensation, subject to a £10,000 minimum.
J) Accountability and Change Management -- In order to maximize accountability for ensuring the ongoing security, reliability and performance of Client’s network, Client agrees that all packaged (“off the shelf” or “shrink-wrapped”) and custom software being added to the network will be reviewed and tested by AAG Ltd. Client also agrees that the nominal expense associated with testing software, prior to deployment on the production network, is minimal relative to the potential exposure of introducing untested software into a “live” environment. In the event that there are additional costs or difficulty in getting a software supplier’s cooperation in this respect to securing software media, license keys, or documentation, one of the Principal Contacts listed below agrees to inter-cede to secure the software supplier’s cooperation. In addition, Client recognises that risk is minimized when AAG evaluates planned software purchases prior to committing to a purchase decision. Please note that there is an £60.00-hour minimum for lab testing of industry specific software. In the event the Client chooses to bypass this recommended course of due diligence, Client agrees that AAG cannot be held responsible for unplanned or untested changes or additions to the network. AAG will give Client the option of having AAG attempt to repair the problem; however, this will be at a 15% rate premium, depending on the nature of the emergency and the level of skill required to solve the problem.
K) Sanctity of Administrator Password -- Client agrees that all reasonable attempts will be made to ensure only authorised and properly trained Client employees are privy to the current administrator password(s). AAG recommends that a minimum of two Client employees, but no more than three, be entrusted with this responsibility. In addition, Client agrees that these authorised employees who have access to administrator password(s) will be available for both initial and ongoing training with AAG staff.
L) Risk of Data Loss -- Client assumes all risk of data loss from any and all causes or in any way related to or resulting from the repair or service of computer hardware, software or other equipment by AAG Ltd. Client agrees to bear full responsibility for all data backup prior to any repair or service of computer hardware, software or other equipment by AAG Ltd. Client hereby releases AAG from any claim or liability related to data loss for any reason whatsoever.
M) Computer Viruses -- AAG agrees to make best effort to protect Client’s computer systems from computer viruses providing the client has purchased the necessary recommended anti-virus software. Client assumes all risk of computer viruses and will not hold AAG responsible. Client is responsible for the costs of consulting time and materials required to remove any computer viruses.
N) Indemnification -- Client shall indemnify and hold harmless AAG from any and all claims, demands, suits, actions, proceedings, loss, cost and damages of any kind, including reasonable legal fees, caused by or arising out of, or contributed to, in whole or in part, by reasons of any act, omission, professional error, fault, mistake or negligence of AAG Ltd, its employees, agents, representatives or subcontractors in connection with or incidental to the performance of this agreement.