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( the " Service Provider ")
OF THE FIRST PART
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( the " Client ")
OF THE SECOND PART
( Service Provider and Client hereinafter jointly referred to as the "Parties" and individually as the "Party")
IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
The Service Provider agrees to guarantee qualitative parameters of services provided by the Service Provider to the User based on this Agreement the following agreement: (the " Guarantee").
Under the terms and conditions stipulated herein the Service Provider agrees to technically operate the internet application titled whose main functionalities are as follows . This internet application is available on this website (the "Operation of the Internet Application").
The Service Provider agrees to provide the Client with the following services:
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(the "Technical Support").
The Client agrees to remunerate the Service Provider for the Operation of the Internet Application and for provision of the Technical Support under the terms and conditions stipulated herein.
Terms and Conditions of Operation of Internet Application
The Service Provider agrees to provide for computer servers with the following minimum technical specifications .
The Operator agrees to ensure internet connection connectivity) with the following minimum speed .
The Operator agrees to make the relevant application available through the internet at least for % of time each calendar .
day week month quarter year
The Service Provider may may not have the server, on which the internet application is operated, go down , namely from o’clock to o’clock (the "Downtime"). The Service Provider may have the server down per day per week per month per quarter month as a maximum, or as otherwise agreed by the Parties.
The Service Provider may have the server go down upon prior notification of the only with a consent by the even without notification of the Client. The Operator shall inform the Client about the planned Downtime business days calendar days weeks months in advance.
For the purposes of Paragraph 2.3 the Downtime is considered as the Downtime is not considered as the time of failure of the server (i.e. the time when there is no connection of the application to the internet).
The Client shall submit any requests for the Technical Support to the Service Provider using one of the following methods:
e-mail message to the e-mail address ;
telephone call to the telephone number ;
by means of the functionality in the information system ;
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Priority of Requests
The top priority requests include those related to:
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The high priority requests include those related to:
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The mid-priority requests include those related to:
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The low priority requests include all the requests that do not belong to any of the above specified categories.
Should there be any reasonable doubts about the category to which the relevant request belongs, it shall be presumed that it belongs to the category of higher lower priority requests.
Time of Admission of Requests
The Service Provider is obliged to receive requests from the Client for Technical Support without limitation made , i.e. twenty-four seven, including public holidays and weekends..
Request Response Time
The Service Provider is obliged to respond to the Client’s requests (including the confirmation of receiving of the request) with top priority within minutes hour(s) day(s) at the latest from delivery of such a request in line with the terms and conditions set out in Article 5 hereof.
minutes hour(s) day(s) at the latest from delivery of such a request in line with the terms and conditions set out in Article 5 hereof. The Service Provider is obliged to respond to the Client’s request (including the confirmation of receiving of the request) with high priority within.
The Service Provider is obliged to respond to the Client’s request (including the confirmation of receiving of the request) with mid priority within minutes hour(s) day(s) at the latest from delivery of such a request in line with the terms and conditions set out in Article 5 hereof.
The Service Provider is obliged to respond to the Client’s request (including the confirmation of receiving of the request) with low priority within minutes hour(s) day(s) at the latest from delivery of such a request in line with the terms and conditions set out in Article 5 hereof.
Request Resolution Time
The Service Provider is obliged to commence resolving the Client's request resolve the Client's request with top priority within minutes hour(s) day(s) at the latest from the delivery of such a request in line with the terms and conditions set out in Article 5 hereof.
The Service Provider is obliged to commence resolution of the Client’s request resolve the Client’s request with high priority within minutes hour(s) day(s) at the latest from the delivery of such a request in line with the terms and conditions set out in Article 5 hereof.
The Service Provider is obliged to commence resolution of the Client’s request resolve the Client’s request with mid priority within minutes hour(s) day(s) at the latest from the delivery of such a request in line with the terms and conditions set out in Article 5 hereof.
The Service Provider is obliged to commence resolution of the Client’s request resolve the Client’s request with low priority within minutes hour(s) day(s) at the latest from the delivery of such a request in line with the terms and conditions set out in Article 5 hereof.
Scope of Technical Support
The Service Provider agrees to provide the Client with Technical Support of the following maximum scope man-hours .
per day per week per month per year
Where resolution of any request may exceed the agreed scope, the Service Provider may refuse to resolve the request.
If the Service Provider refuses to resolve the issue under the previous paragraph, the task will be transferred to the following day unless the Client informs the Service Provider that in such a case the Client is no longer interested in the resolution of the request.
The Service provider is entitled to the full Rate even if the Client does not consume the total of the man-hours of the Technical Support.
Any amounts specified herein exclude include VAT.
The Rate is payable by day of the of the relevant year of the year following the relevant year for which the Rate is paid.
Any pecuniary consideration for the Service Provider is payable in cash by a bank transfer , kept by in the registered office of the .
Client Service Provider
The Service Provider is obliged to issue a proper invoice in relation to the Remuneration or any other pecuniary consideration hereunder, with the same contact details as specified herein, and to deliver such an invoice to the Client.
The Service Provider may also provide the invoice in an electronic form by e-mail.
Should the Client be in default with the payment of the Remuneration under Article 10.1 of the Agreement, the Client shall pay to the Service Provider a contractual penalty in the amount of % of the due amount for each day in delay until the outstanding amount has been fully paid.
The payment of the contractual penalty does not prejudice the Client’s right to compensation of any damage in full.
Term of Agreement
Any Party No Party The Service Provider The Client may terminate this Agreement prior to the completion of the Services.
In the event that either Party wishes to terminate this Agreement prior to , such Party will be required to provide days written notice to the other Party.
The Term of this Agreement may be extended with the written consent (including email) of the Parties.
The Parties acknowledge that, in any position any Party may hold, in and as a result of the providing of service under this Agreement, any Party will, or may, be making use of, acquiring or adding to information which is confidential to the other Party (the 'Confidential Information') and the Confidential Information is the exclusive property of the such Party.
The Confidential Information will include all data and information relating to the business and management of any Party , including but not limited to:
Proprietary and trade secret technology;
Accounting records to which access is obtained by the other Party;
Work product information, including but not limited to, work product resulting from or related to work or projects performed or to be performed for any Party or for clients or any Party , of any type or form in any stage or actual or anticipated research, development and innovation;
Computer software resulting from or related to work or projects performed or to be performed for any Party or for clients of any Party , of any type or form in any stage of actual or anticipated research, development and innovation, including but not limited to, programmes and programme modules, routines and subroutines, flowcharts, coding sheets and the like, source code, object code and load modules, programming, programme patches and system designs;
Information relating to the property rights of any Party prior to any public disclosure of such information, including but not limited to, the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research, development and innovation of products and services and, information regarding acquiring, protecting, enforcing and licensing proprietary rights, including patents, utility patents, copyrights, designs and trade secrets,
Operational information, including but not limited to, internal personnel and financial information, vendor names and other vender information, including vendor characteristics, services and agreements, purchasing and internal cost information, internal services and operational manuals and, the manner and methods of conducting the business of any Party;
Marketing and development information, including but not limited to marketing and development plans, price and cost data, price and free amounts, pricing and billing policies, quoting procedure, marketing techniques and methods of obtaining business, forecasts and forcast assumptions and volumes and, future plans and potential strategies of any Party which have been or are being considered;
Client information, including, but not limited to, names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of any Party;
Any information that has been disclosed by a third party to any Party and is governed by a non-disclosure agreement entered into between that third party and the other Party;
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The Confidential Information of each Party will not include information that:
Is generally known in the industry of the such Party;
Is now or subsequently becomes generally available to the public through no wrongful act of the other Party;
Was rightfully in the possesion of the other Party prior to the disclosure to the other Party;
Is independently created by the other Party without direct or indirect use of the Confidential Information;
The other Party rightfully obtains from a third party who has the right to transfer or disclose it;
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The Parties agree to keep all Confidential Information absolutely confidential and protect its release from the public. The Parties agree not to divulge, reveal, report or use for any purpose, any of the Confidential Information which each Party has obtained or which was disclosed to other Party by such Party.
The Parties agree that if there is any question as to such disclosure then each Party will seek out the other Party prior to making any disclosure of the Confidential Information.
The Parties agree and acknowledge that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to the other Party , would gravely affect the effective and successful conduct of the business and goodwill of the other Party and would be a material breach of this Agreement.
Each Party may disclose any of the Confidential Information:
To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body;
To a third party where the other Party has consented in writing to such disclosure;
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If any Party loses or makes unauthorised disclosure of any of the Confidential Information, the such Party will immediately notify the other Party and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
The rights and obligations of the Service Provider as existing under this Agreement may not may be assigned in whole or in part to a third party , without the prior written consent of the Client.
The rights and obligations of the Client as existing under this Agreement may not may be assigned in whole or in part to a third party , without the prior written consent of the Service Provider.
address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery, or USPS express mail delivery, to the appropriate address, or if sent by certified or registered mail, days after the date of mailing to the following:
To: Service Provider.
Address: Is the above mentioned address Address:
Address: Is the above mentioned address Address:
Neither party shall be responsible for damages to the other party to the extent that a breach of this Agreement (or failure to perform) by such party is due to an act of god, strike or other labor dispute, war, terrorist activity, riot, civil disorder, embargo, fire, flood, weather condition, or any other casualty, beyond the reasonable control of such party (collectively, “Force Majeure”).
During any delay in performance due to an event of Force Majeure, the disabled party shall use its reasonable efforts and due diligence to resolve the cause of the delay and to minimize the effects thereof. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, then all other obligations of the parties shall continue. Delays or non-performance excused by this provision shall not excuse performance of any other obligation that is outstanding at the time of occurrence.
Notwithstanding the preceding, in the event such Force Majeure continues for a period of consecutive months, either party shall have the right, but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that Company shall continue to be obliged to make payments of monies due hereunder but not paid at the date of termination.
This Agreement shall be governed by and construed in accordance with the laws of Country of .
England Northern Ireland Scotland Wales
Pronouns; Statutory References
All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.
In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s counsel.
References to this agreement
Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other term or provision, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held invalid, illegal or unenforceable, had never been contained herein.
Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things, which are reasonably necessary (including, without limitation, the delivery by Assignor of any original Trademark registration certificates and all subsequent certificates should they issue to Assignor, including all executed assignment documents relating to this Agreement to Assignee promptly after the date listed above in connection with the performance by the parties of their obligations hereunder and to carry out the intent of the parties hereto.
The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on
SIGNED, SEALED AND DELIVERED
SIGNED, SEALED AND DELIVERED