moderntronics
Harrow,
In these terms and conditions (тАЬConditionsтАЭ) the following expressions shall
have the following meanings: тАЬBusiness DayтАЭ means any day other than Saturday,
Sunday or a public holiday. тАЬBusiness HoursтАЭ means the hours detailed in
Condition 32 below. тАЬContact HoursтАЭ means Monday to Friday (inclusive) from
07:00 hours to 17:00 hours but excluding bank holidays. тАЬContractтАЭ means any
contract between MT and the Customer for the supply of Hardware and/or Software
(with the associated Licence) and/or services which is subject to these
Conditions. тАЬCustomerтАЭ means any person, firm or company who enters into a
Contract with MT to which these Conditions apply. тАЬForce MajeureтАЭ means any
event outside the reasonable control of either Party affecting its ability to
perform any of its obligations (other than as to payment) under these
Conditions. тАЬGoodsтАЭ means all or any tangible or intangible goods or
intellectual property including but not limited to Hardware and Software which
are provided to a Customer in accordance with these Conditions. тАЬHardwareтАЭ means
any hardware provided by MT to the Customer. тАЬMTтАЭ means MODERNTRONICS Ltd. or
its servants and agents as the case may be. тАЬInsolvency EventтАЭ means any one of
the following in relation to the Customer: (i) a notice being issued to propose
a resolution for winding up or dissolution, or such a resolution being passed;
(ii) a petition for a winding up or an administration or bankruptcy order being
presented, or such an order made; (iii)any steps being taken with a view to a
voluntary arrangement or other assignment, composition or arrangement with all
or any creditors or any moratorium, readjustment, rescheduling, forgiveness or
deferral of all or any indebtedness; (iv) suspension of payments to all or any
creditors and/or ceasing business; (v)an encumbrancer taking possession of all
or any assets; (vi) an administrator or receiver being appointed over the
Customer or all or any of its assets; (vii)any action anywhere similar or
analogous to any of the foregoing; or MT reasonably believing that any of the
foregoing is imminent. тАЬLicenceтАЭ has the meaning attributed to it in Condition
23 below. тАЬMinimum TermтАЭ means the term set out in Condition 17 below. тАЬPartyтАЭ
means MT or the Customer and тАЬPartiesтАЭ means both of them. тАЬResponse TimeтАЭ means
two Working Hours from an initial call to the hotline under Condition 26 or 28
below. тАЬSeminarтАЭ means any seminar provided by MT. тАЬService OperatorтАЭ has the
meaning given to that term in Condition 28 below. тАЬSiteтАЭ means
https://www.moderntronics.com and all subdomains including (but without
limitation) тАЬSoftwareтАЭ means software or software updates or upgrades provided
by MT and licensed to the Customer under Condition 23 below. тАЬTraining SessionsтАЭ
means any training session provided by MT. тАЬWorking HoursтАЭ means the hours
between 9:00 to 17:00 on any Business Day 2. Interpretation In these Conditions,
the following rules apply: A person includes a natural person, corporate or
unincorporated body (whether or not having separate legal personality). A
reference to a Party includes its personal representatives, successors or
permitted assigns. A reference to a statute or statutory provision is a
reference to such statute or provision as amended or re-enacted. A reference to
a statute or statutory provision includes any subordinate legislation made under
that statute or statutory provision, as amended or re-enacted. Any phrase
introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of
the words preceding those terms. A reference to writing or written includes
faxes and e-mails. 3. General Information These Conditions apply when MT: sells
and delivers Hardware; sells and delivers Licences; sells and delivers Software;
or provides repairs or any other services to the Customer. They will also apply
to other business transactions unless MT agrees that alternative special
conditions apply. These Conditions apply to the exclusion of any other
conditions that may be proposed by a Customer or implied by law (insofar as such
exclusion is lawful). Part II Specific Provisions for the Use of the Online Shop
Customers purchasing Goods from the Site, must read all Parts of these
Conditions, which apply to them in full. 4. Consumers The Goods and services
provided by MT are designed only for sale to and use by businesses in the course
of their business activities. MT does not knowingly sell to any person dealing
as a consumer or supply anything for personal use. 5. CustomerтАЩs Status By
placing an order on the Site, the Customer warrants that he or she is: legally
capable of entering into binding contracts and, where the Customer is an
individual, that he or she is at least 18 years old; and is dealing in a
business capacity and purchasing Goods and/or services for the purpose of his
business and not for personal use. Part III General Conditions for the Provision
of Goods and Services 6. Formation of Contract Quotations provided by MT to the
Customer are not binding on MT. The CustomerтАЩs order constitutes an offer to MT
to buy the Goods or services. All orders are subject to acceptance by MT. The
offer will be deemed accepted, and a Contract formed, when MT sends the Customer
confirmation that the Goods have been dispatched (тАЬDispatch ConfirmationтАЭ) or,
in the absence of a Dispatch Confirmation, when the Goods are delivered. The
Contract will only relate to those Goods whose dispatch is confirmed to the
Customer by a Dispatch Confirmation or if no Dispatch Confirmation is sent,
those Goods which are actually dispatched. MT is not obliged to supply any Goods
which may have been part of the CustomerтАЩs order until the dispatch of such
Goods has been confirmed in a separate Dispatch Confirmation. Subject to
Condition 17 below, an order for services will be deemed to have been accepted,
and a Contract formed, when MT sends the Customer confirmation that the services
ordered will be provided (тАЬService ConfirmationтАЭ) or, in the absence of a
Service Confirmation, when the services begin to be provided. Oral
representations will only be binding upon MT if they are expressly confirmed in
writing by MT to the Customer. 7. Price Unless MT expressly specifies prices to
the Customer, MTтАЩs current list of prices applicable at the time of the
acknowledgement of order will apply. Unless otherwise agreed in writing, all
prices are exclusive of value added tax, postage, freight, insurance, forwarding
fees, installation and commissioning, travelling expenses and subsistence, which
will be added as appropriate. MT will charge overtime for work outside of their
normal Business Hours at up to 150% of the hourly rate from time to time
applicable during Business Hours. Subject to Condition 16 below, prices are
liable to change at any time, but changes will not affect orders in respect of
which MT has already sent the Customer a Dispatch Confirmation or a Service
Confirmation as the case may be. The Site contains a large number of products
and it is always possible that, despite MTтАЩs efforts, some of the products
listed may be incorrectly priced. MT will normally verify prices as part of
dispatch procedures so that, where a productтАЩs correct price is less than our
stated price, MT will charge the lower amount when dispatching the product to
you. If a productтАЩs correct price is higher than the price stated on our site,
MT will normally, at our discretion, either contact you for instructions before
dispatching the product, or reject your order and notify you of such rejection.
MT is under no obligation to provide any Goods or services to the Customer at an
incorrect (lower) price, even after MT has sent a Dispatch Confirmation or a
Service Confirmation in relation to those Goods or services if such incorrect
price could reasonably have been expected to be recognised by the Customer as an
error. 8. Delivery and Availability The CustomerтАЩs order for Goods will be
fulfilled by the delivery date in the Dispatch Confirmation or, if no delivery
date is specified, then within 30 days of the date the Customer made his order
(where such an order leads to a Contract). The period for delivery or
performance of the Contract will normally commence on MTтАЩs acknowledgement of
the order. However, if the Customer is required to do anything before MT can
effect delivery, MT will, as soon as practicable, notify the Customer
accordingly. The time within which MT must deliver any Goods will run from the
date on which MT receives notice from the Customer that it has duly complied
with such notification from MT. Unless otherwise agreed in writing, any periods
mentioned in the acknowledgement of order for services and Software development
are based on a preliminary estimate of the required workload and therefore are
approximate only. Time of delivery and performance is not of the essence. If MT
fails to meet any delivery or performance dates set out in the acknowledgement
of order and is solely responsible for such failure, the Customer may terminate
the Contract but only after MT has been given an opportunity to rectify the
situation and subsequently fails to meet the revised set of delivery or
performance dates provided by MT to the Customer in writing. Unless MT has been
deliberately or grossly negligent, all further claims of the Customer on the
basis of the delay in performance are excluded. If MT cannot deliver or perform
its obligations under the Contract due to Force Majeure or a failure of the
Customer to cooperate or any other act, default or omission of the Customer,
then MT will be entitled to perform its obligations under the Contract once the
issue has been resolved, provided the issue occurred while MT was still allowed
to deliver or perform and MT shall have no liability whatsoever for any delay or
its failure to perform its obligations. 9. Agreed Performance Unless specified
otherwise in writing, the agreed performance in respect of any repairs provided
by MT, at the CustomerтАЩs request will be to adjust the relevant unit(s) to MTтАЩs
applicable standard specifications for that unit. Where the relevant unit(s)
cannot be repaired to MTтАЩs applicable standard specification due to the Customer
limiting the repairs required or the time and money to be invested MT may exceed
the CustomerтАЩs request if MT considers, at its sole discretion, that such
additional repairs are reasonable and will ensure the proper functionality of
the unit in question. The agreed performance levels for MTтАЩs maintenance and
care services are as set out in Conditions 26 and 28 below; for all other
services the agreed performance levels will be as set out in the acknowledgement
of order. 10. Refunds Where the Customer returns Goods (at the CustomerтАЩs cost)
because he or she claims that the Goods are defective, MT will examine the
returned Goods and will notify the Customer of its findings within a reasonable
period of time. If MT (in its sole discretion) deems that the Goods are
defective, MT may at its option repair, replace or provide a refund in respect
of such defective Goods. MT will process any repair, replacement or refund as
soon as practicable and, in the case of any refund, within 30 days of the day MT
confirmed to the Customer that the Customer was entitled to the same. Such
refunds will be made in full, including a refund of any delivery charges for
sending the item to the Customer. 11. Import Duty If the Customer orders Goods
for delivery outside the UK, they may be subject to import duties and taxes
which are levied when the delivery reaches the specified destination. The
Customer will be responsible for payment of any such import duties and taxes.
Please note that MT has no control over these charges and cannot predict their
amount. Customers should contact their local customs office for further
information before placing an order. Customers must comply with all applicable
laws and regulations of the country for which the Goods are destined. The
Customer will indemnify and keep indemnified MT in respect of all costs,
proceedings, losses and liabilities resulting from any breach by the Customer of
any such laws. 12. Retention of Title to Property The Goods will be at the
CustomerтАЩs risk from the time of delivery. Property in and title to all Goods
will remain with MT until MT has received payment for the full price of all the
Goods (and/or all other goods and/or services supplied by MT to the Customer
under any other contract whatsoever).. The Customer may sell or use Goods in
which title is retained during the course of their normal business, but may not
give such Goods by way of pledge or pledge these Goods as security. Until the
property in and title to the Goods passes to the Customer: the Customer shall
keep the Goods properly stored, protected and insured and separate from all or
any other goods whether belonging to MT, the Customer or any third party; MT
shall be entitled at any time forthwith to revoke the CustomerтАЩs power to deal
with the Goods; and such power shall automatically cease if an Insolvency Event
shall occur in respect of the Customer; and the Customer shall not make any
modification to the Goods, the Software or their packaging or alter, remove or
tamper with any marks, numbers or other means of identification used on or in
relation to the Goods. Upon termination of the CustomerтАЩs power to deal with the
Goods, the Customer shall place the Goods at the disposal of MT and MT are
hereby irrevocably authorised without the need for consent of any third party
but using only such force as may be necessary, to enter upon any premises of the
Customer or any third party for the purpose of removing the Goods. If third
parties claim title to Goods with retained title, the Customer will inform MT
without delay, will notify the person making the claim of MTтАЩs title and will
support MT in enforcing its rights, including taking all the necessary steps
required to preserve MTтАЩs rights, including commencing litigation at the
CustomerтАЩs own expense. If the Customer breaches the Contract, e. g. by delaying
payment, the Customer will be obliged to return the Goods with retained title if
requested by MT, in return for which MT will not terminate the Contract. 13.
Payment Where services, maintenance or care are provided on an ongoing basis, MT
will invoice the Customer for these at the beginning of the billing period or as
soon as reasonably practicable thereafter. The Customer will pay MTтАЩs invoices
in full within 30 days from the date of the relevant invoice. Depending on the
scope of an order, payments for such services, maintenance or care are due
either upon placement of the order by the Customer or upon partial delivery of
the same of between 40 to 50% of their respective order value. BACS or cheque
are the only methods of payment accepted. Invoices for Seminars and Training
Sessions will be issued at the beginning of the respective session and payment
is due immediately and without deduction. 14. Delay of Payment Where a Customer
fails to pay an invoice by the due date, MT will be entitled to charge the
Customer interest on all monies outstanding from the due date until the actual
date of payment (both before and after judgment) at a rate of 8% above the base
rate of the Bank of England calculated on a daily basis. 15. Setting-Off and
Refusal of Payment The Customer cannot exercise any right of set-off in respect
of amounts owed to or by MT. 16. Change of Pricing by MT for Ongoing Maintenance
or Care MT may increase its prices for maintenance and services by giving the
Customer written notice 2 months prior to the end of the Minimum Term. The
Customer has 4 weeks from the date of receipt of the written notice from MT to
object to the change. Where the Customer so objects, the Customer will be
entitled to give notice to MT to terminate the Contract as of the date of the
proposed price increase. 17. Automatic Extension of Contract Where services,
maintenance or care are performed on an ongoing basis the Contract will come
into effect upon acceptance by MT of the first order from the Customer for
Software maintenance. The Contract will initially run until the date specified
at тАЬMinimum Service DurationтАЭ as set out in the тАЬMT Service Product ListтАЭ or
until the expiry date where an expiry date is stipulated in the Contract
(тАЬMinimum TermтАЭ). Subject to one of the Parties serving written notice of
termination on the other at least three months prior to the expiry of the
Minimum Term, the Contract will be extended automatically. In the case of
Software Licences supplied without a time limit, the Contract will extend until
December 31st of the current year. The subsequent extension periods will begin
on January 1st and end on December 31st of the respective year. In the case of
Software Licences supplied with limited validity (e.g. a licence for 1-year) the
extension is based on the terms and conditions set out in the description of the
respective licence (e.g. extension by one further year). Unless otherwise agreed
in writing, any extension to a Contract will be on the basis of MTтАЩs current
price list as at the date of such extension. 18. Delivery Obligations and
Shipping The conditions for EXW (ex works) (MTтАЩs premises or such other place
referred to in the relevant order) as set out in the Incoterms 2010 apply to
delivery of any Goods. Claims for any transport damages and any replacement of
damaged Goods, remain with the Customer who is responsible for adhering to the
mode and period for the filing of any claims with carriers, shippers and
insurers. 19. Scope of Warranty (Material Deficiencies and Deficiencies in
Title) MT warrants that the Hardware is free from defects in workmanship and
material as at the time of transfer of risk; and warrants that the Software does
not contain any flaws which void or substantially reduce its value or
suitability for the usual or contracted purpose. Where MT is not the author of
the Software, MT does not warrant that such Software will run without
interruptions or errors, nor that MT will be capable of resolving all Software
errors, nor that the Customer will be capable of achieving all of the functions
included in the Software in all of the combinations chosen by the Customer, nor
that these will meet the CustomerтАЩs requirements. MT will only warrant the
quality and/or durability of Goods if it has expressly agreed in writing with
the Customer that it will do so. The warranty period is 1 year. Where MT is the
author of the Software such Software is subject to MTтАЩs standard warranty. 20.
Obligation to Inspect and Serve Notice of Defects The Customer must inspect the
Goods upon delivery or repair and must notify MT in writing of any failure by MT
to meet the specification within 7 days of delivery or repair or (where the
failure was not apparent on reasonable inspection) within a reasonable time
being no more than 1 month after discovery of the failure. Where the Customer
fails to provide such notice MT will have no liability under its warranty. 21.
Liability Subject only to Condition 21 d), MT shall not be liable to the
Customer in contract, tort (including without limitation negligence) and/or
breach of statutory duty for any loss or damage which the Customer may suffer by
reason of any act, omission, neglect or default (including negligence) in the
performance of the Contract by MT, its servants or agents, in a sum which is
greater than GBP 200,000 per incident or series of connected incidents. Subject
only to Condition 21 d), MT shall not be liable to the Customer whether in
contract or tort (including without limitation negligence and/or breach of
statutory duty) for indirect loss of any kind resulting from these Conditions,
its performance or any breach of its terms. Subject only to Condition 21 d), MT
shall not be liable to the Customer whether in contract or tort (including
without limitation negligence and/or breach of statutory duty) for indirect
economic loss of any kind including (but without limitation) loss of business
opportunity, reputation, goodwill resulting from these Conditions, its
performance or any breach of its conditions. Notwithstanding any other provision
herein, nothing in these Conditions shall operate so as to limit or exclude MTтАЩs
non-excludable liability in respect of death or personal injury caused by the
negligence of MT to exclude the application of Section 12 of the Sale of Goods
Act 1979 and to exclude liability for fraudulent misrepresentation. MTтАЩs
liability for loss of data is limited to the effort required to restore the data
from proper backups provided by the Customer. 22. Third Party Rights If any
third party claims or takes action against the Customer, because Goods delivered
by MT, or their use in accordance with the instructions provided by MT,
purportedly violate their commercial rights or proprietary rights, then the
Customer will inform MT of the same. MT agrees that they will assist the
Customer in defending such claims. Where the claim is made to the Customer
within 12 months of the date of delivery, MT will indemnify the Customer against
claims provided that the Customer: appoints MT to defend the claims or to settle
the dispute, and promptly notifies MT of any such claim, keeps the Customer
informed of all information received and provides such reasonable assistance to
MT as it shall reasonably require, does not defend the action itself without
coordinating such defence with MT, and does not at any time admit liability or
otherwise settle or compromise or attempt to settle or compromise the said claim
or action except upon the express instruction of MT, the alleged breach of
rights is not based on alteration of the delivered item used by the Customer,
and does not use the item delivered by MT in conjunction with other items and/or
in a fashion that breaches any such rights, in a situation where the use of the
item as delivered by MT would not have breached the rights of the person who has
filed the claim. MT may at any time and at its own expense acquire on behalf of
the Customer the right to continue to use the Goods, to replace the Goods or
alter them in such a fashion that the rights of others are no longer breached.
If this is not possible, the Customer shall return or destroy the Goods if
required to do so by MT who will reimburse the purchasing price for the Goods
less depreciation. If the Customer refuses to do so, MT will no longer defend
the claim or provide the Customer with any further support. The Customer has no
further rights in case of disputes over proprietary rights with third parties
and MT shall have no liability therefore unless MT could be blamed for acting
deliberately or with gross negligence. Part IV Special Conditions for Delivery
of Software 23. Conditions of Use for Delivered Software In the case of delivery
of Software to the Customer, MT hereby grants the Customer a simple, non
exclusive and non-transferable, licence to use the Software (тАЬLicenceтАЭ) . The
validity of the Licence is not time limited, unless otherwise specified to the
contrary in the terms and conditions of the Licence. MT, grants the Customer the
use of such Software in the form of the object code and the user documentation
with the use being restricted to one electronic data processing system at any
one time and only for the tasks for which it is intended. Unless permitted by
law, the Customer will not decompile the Software or perform reverse
engineering. The Customer may duplicate the Software but only to the extent that
this is required for the permitted use, and in order to allow it to perform data
backup. Upon delivery of any Software, including updates and upgrades, the
Customer will immediately produce a backup copy. MT may terminate the Licence
granted to the Customer pursuant to this Condition 23 with immediate effect if
the Customer is in breach of the conditions for the use of the Software for a
period of 30 days from the date of a written notice of such a breach from MT or
any third party. On termination of this Contract howsoever arising, the Customer
will return to MT within 30 days all Software together with any related
materials owned and licensed by MT and shall delete all copies and partial
copies of the Software however stored within 7 days of service of the notice.
Proof of such deletion must be provided to MT without delay. On receipt of prior
written consent from MT, the Customer may retain a copy of the Software for the
purposes of archiving. 24. Delivery of Software MT will only install the
Software if this has been expressly agreed in writing between the Customer and
MT. MT is able to provide telephone consultancy and support concerning questions
relating to the application of the respective Software products as well as the
solution of problems that may occur as provided for in Condition 26 below. 25.
Prerequisites for Running the Delivered Software The proper running of Software
systems supplied will only be guaranteed if the Hardware and operating system
components used correspond to the reference systems of the respective
manufacturer(s), as well as having been approved and certified. Unless otherwise
agreed in the Contract, the Customer shall ensure that the provisions in this
Condition 25 are complied with. Part VMaintenance and Care Application Software
26. Scope of Performance of MT Services for Application Software For the
Software products, unless otherwise expressly agreed in writing, MT will provide
the following services, denoted by Service Level тАЬSW-Service STANDARDтАЭ and
Service Level тАЬSW-Service E-STANDARDтАЭ: Right to use Software and documentation
updates: MT grants the Customer a non-transferable, non-exclusive Licence to use
the Software and any documentation or updates. The right of use is not limited
in validity, unless otherwise specified in the terms and conditions of the
Licence. Software and documentation updates: MT will supply the Customer with
the current version of the Software as specified in the Contract. This will be
done as specified by the manufacturer of the Software. The documentation will be
supplied in the form determined by the manufacturer of the Software. The
installation of Software updates will be performed by suitably qualified
personnel of the Customer. Alternatively for an additional charge, MT may
install the Software updates on behalf of the Customer. Where the Customer has
adapted the Software, the Customer will be liable for the additional cost of
performing the same adaptation to the new version of the Software or
alternatively the Customer may perform the necessary adaptation himself. Hotline
(Service Level тАЬSW-Service STANDARDтАЭ only) MT is able to provide consultancy and
support by telephone or by e-mail in relation to queries relating to the
application of the respective Software products as well as the resolution of any
problems (in so far as it is reasonably practicable to do so) which may occur.
This service will be provided by MT during the Contact Hours: Wherever possible,
qualified consultancy will be provided by MT within the Response Time. E-mail
Hotline (Service Level тАЬSW-Service E-STANDARDтАЭ only) MT is able to provide
e-mail consultancy and support in relation to queries relating to the
application of the respective Software products as well as the resolution of any
problems (in so far as it is reasonably practicable to do so) which may occur.
This service will be provided by MT during the Contact Hours Wherever possible,
qualified consultancy will be provided by MT within the Response Time. MT
Hotline: E-mail: hotline@MT.com Internet: http://www.MT.com/customersupport
Software error messages Where Software problems occur which MT is unable, for
whatever reason, to resolve, the Customer may send a written error message to
MT. The purpose of such an error message is to identify the error in the
Software and enable the manufacturer to resolve the error. MT shall liaise with
the manufacturer(s) of the Software products to resolve any Software errors as
promptly as possible. Restoration of any data, regardless of the cause of the
data loss, is not the responsibility of MT. 27. Obligation of the Customer to
Co-operate Pre-conditions for the provision of the services by MT to the
Customer are that the Customer has legally acquired the Software and holds a
corresponding Licence to use it. In addition, the Software must be in the same
condition that it was in when it was delivered. The services exclusively relate
to the current release and delivered version of the Software. If earlier
Software versions are used, a one-time update service which will be
independently invoiced and paid for by the Customer will be provided to update
the Software to the latest version. Services will not be performed for Software
adaptations made by the Customer (for example including but not limited to
macros, programs, variants, user interfaces and database applications). If the
operating system for the Hardware is not included in the Contract, the Customer
must update the operating system to the most recent version (e. g. by purchasing
updates) if this is required in order to use the new versions of the application
Software. Hardware and Operating Systems 28. Scope of Performance of MT
Maintenance and Care Services for Hardware and Operating System For Hardware
products and the operating system, unless otherwise agreed in writing, MT will
provide the following services, denoted by Service Level тАЬHW-Service SPECIALтАЭ:
The scope of performance is briefly set out in the тАЬSpecial DescriptionтАЭ for
each product listed in the attached тАЬMT Service Product ListтАЭ. The exact scope
of performance will be determined in accordance with the attached description of
performance issued by the respective MT service operator (тАЬService OperatorтАЭ
including but not limited to Hewlett-Packard, Fujitsu Siemens and Silicon
Graphics). The following shall also apply: Hotline MT is able to provide
consultancy and support by telephone or by e-mail in relation to queries
relating to the application of the respective Hardware products and operating
system, as well as the resolution, (in so far as it is reasonably practicable to
do so) of any problems which may occur. This service will be performed by MT
during the Contact Hours: Wherever possible, qualified consultancy will be
provided by MT within the Response Time. Where queries arise outside of the
Contact Hours, the Customer should address such queries directly to MTтАЩs Service
Operator Response time for Hardware failures MT will use reasonable endeavours
to solve a query within the Response Time. The Response Time shall be deemed to
have been initiated either as soon as the customer service personnel arrives on
the relevant site, or as soon as remote diagnosis is started, where either is
required to resolve the problem. The appropriate Response Time will be
determined in accordance with the attached description of performance issued by
the respective MT Service Operator. 29. Services Not Included Unless otherwise
agreed in writing, the following services will not be provided by MT to the
Customer: a) Repair/re-acquisition of devices that have been damaged as a result
of: incidents of war of any type civil wars, nuclear energy, deliberate action
of the Customer (not of his subcontractors) b) Repair/re-acquisition that is
required because of repair work or alterations of devices carried out by the
Customer or any third party without the prior written consent of MT. c) Work
required due to interface problems between MTтАЩs devices and those of other
manufacturers and suppliers. d) Customer service which is required because a
product that is not covered under this Contract has caused an error. e) Customer
service that has become necessary because devices have been used under adverse
conditions (e.g. including contaminations and deviations from recommended room
temperature and relative humidity) or in conjunction with accessories or
(device-specific) consumables (e.g. including foreign disks, disk stacks,
cassettes, printer paper and print heads of any type) (тАЬDevice Specific
ConsumablesтАЭ) which do not meet the manufacturerтАЩs specifications. f)
Replacement of Device-Specific Consumables. g) Data backup. h) Calibration work
that is not related to repair. 30. Restoration of Data/Programs The restoration
of data and programs upon repair or replacement of a defective hard disk is
limited to starting the copying program (Restore) used to restore the last full
data backup. 31. Obligation of the Customer to Cooperate a) Hardware service
Pre-conditions for the provision of Hardware services by MT are that the
Hardware has been acquired legally and has been installed properly at the
CustomerтАЩs site. In addition the Hardware affected must correspond to the
current revision and be in proper condition when including in the Contract.
These pre-conditions shall be met immediately after the expiry of the warranty
period specified in the Contract. If the Hardware is included in the Contract at
a later date, these pre-conditions must first be confirmed by a takeover
inspection of the Hardware by MT, which will be independently invoiced and paid
for by the Customer, and if required the pre-conditions will be achieved by MT
undertaking the required repair work. b) Operating System Service Pre-conditions
for the provision of operating system services are that the Customer has legally
acquired the Software and has been granted the necessary corresponding Licence
to use it. In addition the Software must be in the same condition as when it was
delivered to the Customer. The services exclusively relate to the current
release and version of the Software. If earlier Software versions are used, a
one-time тАЬUpdate ServiceтАЭ which will be independently invoiced and paid for by
the Customer will be provided to update the Software to the latest version.
Operating System services will not be provided for Software adaptations made by
the Customer (for example including but not limited to macros, programs,
variants, user interfaces and database applications). Part VI Generally
Applicable Conditions 32. Prices and Fees for Special Services The following
items are not included in the payment for services under Conditions 26 and 28
above and will be invoiced separately in accordance with MTтАЩs current price
list: Services performed outside Working Hours on the express request of the
Customer. Services to correct errors caused negligently by the Customer or by
any unauthorised third party as a result of improper treatment, unsuitable
operating media, unauthorised manipulations, Software manipulations,
non-adherence to operating conditions or otherwise. ices required due to faulty
handling, excessive vibration, chemical influence, excessive dust burden or
non-adherence to the properties set forth in the unit specifications.
Unreasonable wait times and delays in the performance of services which are
caused by the Customer. Services to remedy failures caused by Force Majeure. 33.
Backup of Customer Data Prior to the commencement of any service work undertaken
by MT, the Customer will backup all data in such a way that it may easily be
restored by MT in the event that it is lost in the service process. 34. Change
of Installation/Application Site Where maintenance and care services are
provided on an ongoing basis by MT, the Customer will immediately inform MT in
writing of any change to the installation or application address. If such a
change results in an increase in MTтАЩs expenses. MT reserves the right to either
increase the prices charged to recover the additional expense incurred or
alternatively MT may serve notice on the Customer to terminate the Contract
where the new address is outside United Kingdom. 35. Miscellaneous Service
Conditions and Obligations of the Customer to Co-operate MT may appoint
authorised third parties to provide services. The Customer may only transfer
title to services to third parties with the prior written consent of MT. Where
defective components or devices are replaced by MT, these will become the
property of MT. Extension of the products included in the maintenance agreement
may be included in this Contract with the consent of the Customer. On request,
MT will offer to the Customer a corresponding extension of the Contract,
provided maintenance for the respective product is available. Where MT has to
perform any services, the Customer shall accurately and without delay provide MT
with any/all information that is required to perform such services. The Customer
will provide MT with the name of a competent and appropriately qualified contact
person and will provide the name of an appropriate substitute in order for the
Hardware and Software to be maintained. Any contact(s) will have participated in
the respective Seminars and/or Training Sessions held from time to time by MT or
alternatively will have acquired comparable knowledge. These contacts will be
available to MTтАЩs technicians on site or will have access to the MTтАЩs hotline as
applicable. Consumables and Auxiliaries (which shall include documentation,
application programs, data, telephone lines for transmission of voice and data)
are not included in the scope of performance and shall be provided by the
Customer in the vicinity of the system, such consumables and auxiliaries will be
provided during Working Hours or, with prior consultation, outside of these
hours. Additionally, the Customer will provide to MT computing time and
consumables as required. 36. Specifically Ordered Service Days If service days
are ordered for call-off within a specified period, such orders are binding. The
services will become due for payment once they have been performed or by the end
of the defined time period at the latest. Specifically ordered service days to
be called off within a defined time period, can still be called off during a
time of three months beyond the expiry of such defined time period. Thereafter
they are lost. The claim to payment is thereby unaffected. For users that
register on our website (if any), we also store the personal information they
provide in their user profile. All users can see, edit, or delete their personal
information at any time (except they cannot change their username). Website
administrators can also see and edit that information.
