TERMS & CONDITIONS

Terms & Conditions: 10th March 2021
Titan Network Services Ltd
Queens Chambers
5 John Dalton Street
Manchester
M2 6ET

THIS AGREEMENT (“Agreement”) is entered into between Titan Network Services Ltd (“Provider”), with its principal place of business located at Queen’s Chambers, 5 John Dalton Street, Manchester, M2 6ET and [COMPANY NAME].  (“Client”), with its principal place of business located at [ADDRESS] and shall be effective as of [DATE]  (the “Effective Date”).

 

RECITALS

WHEREAS, Provider is engaged in the business of providing services involving the design, installation, maintenance of computer networks and provision of IT Services.

Whereas, Client desires to retain Provider to perform the services set forth in this agreement.

NOW, THEREFORE, Provider and Client agree as follows:

 

1. Scope of Services

Provider will perform such infrastructure development, network maintenance and support services as are set forth in Service Schedule.

2. Price and Payment

Client will pay provider for the Network Services at the price and on the terms set forth in Service Schedule. The Price set forth in this Agreement does not include any sale, use, service, or similar taxes that may be payable by reason of the provision of the Network Services, and Client will pay all such taxes which may become due in connection with the Services.

3. Term and Termination

Unless terminated as provided herein, this Agreement will extend for a period of two (2) years and will automatically renew from year to year thereafter. In the event of termination by either party, Client will pay Provider for all the Services performed up to the date of termination. Either party may terminate this agreement upon written notice for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) days written notice and the opportunity to cure the breach. Termination for breach will not alter or affect the terminating party’s right to exercise any other remedies for breach. If the provider terminates the agreement, without cause they will be paid the usual monthly payments only under the agreement that is outstanding to them.

 

4. Obligation of Client

a)   Client will immediately notify Provider upon learning of any significant problem with the performance of the network.

b)   Client will cooperate with Provider in connection with its performance of the Services by providing access to Client’s physical premises as reasonably necessary from time to time.

c)   Client will, from time to time, purchase such software and hardware as may be reasonably necessary for the effective operation of its network.

d)   Client will notify Provider within a commercially reasonable time regarding any change in the identity of Client’s Network Administrator.

5. Confidential Information

a) All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Provider and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Providers Work.

b) All information relating to Provider that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client’s duties and obligations under this Agreement.

c) These obligations of confidentiality will extend for a period of 12 Months after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes part of the public domain, or which the parties gained knowledge or possession free of any confidentiality obligation.

6. Warranty and Disclaimer

Client acknowledges that no computer system or software can be made completely stable or secure, and that Provider cannot guarantee the stability, safety or security of Client’s network or data.  Provider warrants that the Network Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards and the time frame, if any, set forth in the description of Network Services herein.  THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN  REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

7. Limitation of Liability

In no event will Provider be liable for any loss of profit revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to the Network Services, whether in contract, tort, or otherwise, even if Client has advised of the possibility of such loss or damages.  In no event will Provider be liable for any loss of data that may occur, regardless of the cause of such loss of data.  The total liability of Provider for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Provider, whether in contract tort or otherwise, will not exceed £250,000.

8. Indemnification

Client will indemnify and hold Provider harmless against any claims by third parties, including all costs, expenses and Legal fees incurred by Provider therein, arising out of or in conjunction with Client’s performance under breach of this Agreement.

 

9. Relation of Parties

The performance by Provider of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Provider and Client, nor will this Agreement be deemed to constitute joint venture or partnership between the parties.

10. Employee Solicitation/Hiring

During the period of this agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” will include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.

11. Non-assignment

Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

12. Legal Fees

If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover reasonable legal fees and costs from the other party, provided the claim is worth to the prevailing party £5000.00 or more, excluding any interest upon those legal fees.

13. Severability

If any term of this agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

14. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.

15. No Waiver

The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other Covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

16. Entire Agreement

This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promise not specifically stated herein.