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SCC Hardware Support & Maintenance Agreement 2023 [AV1]
Hardware Support and Maintenance
Agreement [AV-1]
1. DEFINITIONS AND INTERPRETATION
1.6 In this Support and Maintenance Agreement the following
words have the meanings set out below unless the context
otherwise requires:
"Beyond Economic Repair" means any Hardware, which has come to
the end of its natural service life or which is beyond economic repair and
any Hardware shall be deemed to be Beyond Economic Repair, where (i)
the cost of the required parts to make the Hardware properly functional
(for the avoidance of doubt, excluding any labour costs) will exceed the
current list or new replacement equipment price (as determined by SCC)
and/or (ii) any required spare parts or components are no longer available
from the manufacturer and/or (iii) any item of Hardware experiences or
suffers persistent or reoccurring faults or component failure provided
always that Beyond Economic Repair will be evidenced by SCC’s engineer
in a written report which will state the reason(s) why the item has become
Beyond Economic Repair and agreed by the Customer acting reasonably
and in good faith;
"Business Day" means Monday to Friday excluding public and bank
holidays in England, Wales, Scotland or Northern Ireland as appropriate,
or such other times as are agreed in writing by SCC;
"Charges" means the charges to be paid by the Customer to SCC for the
provision of Services in accordance with Clause 8 and as set out in the
Quotation;
"Commencement Date" means the date set out in the Quotation on
which the Parties agree SCC will commence the provision of the Services
to the Customer;
"Confidential Information" means the terms of the Contract all sums
payable under it, all information in respect of the business of a Party
including, but not limited to, Know-How, other technical, business,
financial and product development plans, forecasts, customer lists,
strategies or other matters connected with the Services, and any other
information which a reasonable person would consider to be of a
confidential nature (whether or not marked as confidential) but shall
exclude the Excluded Information with effect from the date that it becomes
Excluded Information;
“Contract” means a contract entered into between SCC and the
Customer following acceptance by SCC of a Purchase Order and
incorporating the terms of the Quotation, these terms and conditions, any
appendix to these terms and conditions and the Purchase Order to the
extent that the terms of the Purchase Order do not conflict with the terms
of this Support and Maintenance Agreement;
"Customer Obligations" means the obligations of the Customer as set
out in Clause 5 and Appendix A of this Support and Maintenance
Agreement;
“Data Protection Legislation” means the UK Data Protection Legislation
and (for so long as and to the extent that the law of the European Union
has legal effect in the UK) the General Data Protection Regulation ((EU)
2016/679) (“GDPR”) and any other directly applicable European Union
regulation relating to privacy;
"Excluded Information" means information which:
(a) was or becomes publicly known through no default or breach of this
Support and Maintenance Agreement by the receiving Party;
(b) was or becomes lawfully known to the receiving Party without
restriction from a source other than the disclosing Party who itself
obtained it without any confidentiality obligation or which has been
demonstrated by the receiving Party to the disclosing Party to have
been independently developed by the receiving Party;
(c) is approved for disclosure by the Party which has provided it without
restriction in a document signed by a duly authorised officer of such
Party;
(d) or to the extent that the receiving Party is compelled to disclose it by
a court or competent regulatory body (in which case the receiving
Party shall give the Party which has disclosed the information prompt
notice, to the extent permitted by law, of the relevant order).
"Force Majeure" means any cause preventing a Party from performing
any or all of its obligations under this Support and Maintenance
Agreement which arises from or is attributable to acts, events,
omissions or accidents beyond the reasonable contemplation and/or
control of the Party including, without limitation, strikes, lockouts or
other industrial disputes, protest, act of God, war, or national
emergency, an act of terrorism, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or machinery, fault
or loss of electricity supply, fire, explosion, flood, storm, epidemic or
any of the above events affecting suppliers or sub-contractors;
"Good Working Order" means a materially similar degree of
functionality as existed prior to the fault being logged provided always that
such degree of functionality is considered taking into account the age of
the Hardware;
"Hardware" means the equipment listed in the Quotation for which the
Services are being provided;
"Initial Term" means the initial term of the Contract as set out in the
Quotation;
"Intellectual Property Rights" means copyright, moral rights,
patents, trademarks, trade names, service marks, design rights,
database rights, rights in goodwill, rights in undisclosed or confidential
information (such as Know-How, trade secrets and inventions (whether
patentable or not)), and other similar or related intellectual property
rights (whether registered or not) and applications for such rights
anywhere in the world;
"Know-How" means all information not in the public domain held in
any form including without limitation that comprised in or derived from
drawings, data, formulae, specifications, notes, computer software,
component lists, instructions, manuals, brochures, catalogues and
processed descriptions;
"Manufacturer" means the original manufacturer of the Hardware or
spares or software as appropriate;
"Modifications" means any attention, modification, change, adjustment
or addition to the Hardware by the Customer;
"Party" means SCC or the Customer (as appropriate) and “Parties” shall
be construed accordingly;
“Purchase Order” shall mean a completed Customer purchase order for
the Services referencing the applicable SCC Quotation, signed by an
authorised representative of the Customer;
“Quotation(s)” means an SCC quotation for the combination of Services
required by the Customer.
"Service Levels" means the service levels, if any, set out in the
Quotation;
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"Services" means the services identified in the Quotation and the
corresponding Service Descriptions set out in Appendix A (“Service
Description”) of this Support and Maintenance Agreement to be provided
by SCC to the Customer in accordance with the Contract;
"Site" means the Customer's sites where Hardware is situated as set out
in the Quotation;
"Software" means the computer software supplied as part of the
Hardware factory-build by the manufacturer, whether embodied in
ROM, RAM, firmware or on disk, tape or other media;
“SSD” means solid state based (flash) hard drives and/or solid state
based (flash) I/O cards.
“UK Data Protection Legislation” means any data protection
legislation from time to time in force in the UK including the Data
Protection Act 1998 or 2018 or any successor legislation;
"Working Hours" shall mean the hours between 9 am and 5.30 pm on a
Business Day unless otherwise set out in the Quotation;
1.2 Any reference to a “Clause” or “Appendix” shall mean a clause
or appendix of this Support and Maintenance Agreement unless
otherwise stated.
1.3 The use of headings in these terms and conditions shall be for
convenience only and shall not affect the interpretation of these
terms and conditions.
1.4 Reference to any statute or statutory provision or any other
regulation includes any provision which subsequently
supersedes it or re-enacts it (whether with or without
modification).
1.5 Reference to the word “including” shall mean “including
without prejudice to the generality of the foregoing phrase or
term” and references to “written”, “in writing” or any similar
expression shall include all data in written form whether
represented in hand-writing, facsimile, printed or other format.
1.6 Reference to the Parties shall include their permitted
successors and assigns.
1.7 Reference to an obligation on a Party not to do any act or thing
shall be deemed to include an obligation not to permit or suffer
the doing of that act or thing.
1.8 Reference to the singular include the plural, references to any
gender include all other genders, and references to “persons”
shall include individuals, bodies corporate, unincorporated
associations, professions, businesses and partnerships.
1.9 In the event of any conflict or inconsistency between these
terms and conditions and the terms contained elsewhere in this
Support and Maintenance Agreement these terms and
conditions shall prevail.
1.10 The Appendices shall have full force and effect as is expressly set
out in the body of these terms and conditions.
2. FORMATION OF CONTRACT
2.1 This Support and Maintenance Agreement shall govern all
Purchase Orders for Services placed by the Customer and
accepted by SCC. SCC will provide the Services to Customer in
accordance with the terms of this Support and Maintenance
Agreement.
2.2 From time to time where the Customer requires the delivery of
any Services then it shall request a Quotation for such from SCC.
Following acceptance of the Quotation by the Customer it will
provide SCC with a Purchase Order for such. The Customer shall
procure that each Purchase Order is signed by a person authorised
to sign a Purchase Order on behalf of the Customer.
2.3 Once a Purchase Order is accepted by SCC, each Purchase Order
shall form a separate Contract between Customer and SCC
incorporating the terms of this Support and Maintenance
Agreement, the Quotation, the Purchase Order and the Service
Description. In the event of any conflict between the terms of this
Agreement, the Quotation, the terms of an accepted Purchase
Order and/or the terms of the Service Description, the following
order of precedence shall apply: (1) Quotation (2) Service
Description (3) Support and Maintenance Agreement (4) the
Purchase Order.
2.4 All terms and conditions contained in a Customer Purchase Order,
letter or other document produced or provided by the Customer
are excluded and shall be of no effect to the extent they conflict
with any of the terms and conditions specified in this Support and
Agreement.
3. SCC’S OBLIGATIONS
3.1 SCC shall provide the Services to the Customer during the Working
Hours within the Service Levels and in accordance with the terms
of the service description(s) set out in Appendix A. The Customer
acknowledges that time is not of the essence in the provision of
the Services.
3.2 For avoidance of doubt, it may take up to thirty (30) days from
the date of acceptance of the Purchase Order, before SCC starts
providing the Services. Prior to this start date, on acceptance of
the Purchase Order, SCC will use reasonable endeavours to
support the Services
3.3 SCC warrants to the Customer that:
(a) the Services will be carried out with reasonable skill and care by
suitably skilled and experienced personnel;
(b) to the extent that it is permitted to do so, it shall assign or pass
on the benefit of any guarantee or warranty covering any defects
in any replacement parts, spares or goods, received by SCC under
an agreement with the manufacturer or supplier of the relevant
products. The warranty of the manufacturer or supplier is in lieu
of all other terms or conditions whether express or implied
concerning the quality or fitness for purpose of the replacement
parts, spares or goods. For the avoidance of doubt, SCC does not
give any warranty or guarantee in respect of the replacement
parts, spares or goods; and
(c) it has all necessary rights and licenses to enter into this Support
and Maintenance Agreement and to carry out the Services.
3.4 The Services are intended to return the relevant item of
Hardware to Good Working Order but SCC does not warrant
that the Services shall cause the Hardware to thereafter
operate without interruption or error.
3.5 SCC shall not be obliged to either carry out any repairs or work
which are excluded under Clause 4 or Appendix A or carry
out the Services on Hardware which is not listed in the
Quotation. The Customer may request that SCC carry out such
excluded services on providing SCC with full written particulars
of its requirements and with such further information as SCC
may reasonably request in order to enable SCC to produce a
written quotation. SCC shall supply such services in its sole
discretion and if it agrees to supply the services it shall provide
the Customer with a quotation. If such quotation is accepted
by the Customer then (where applicable and unless otherwise
agreed) the terms and conditions of this Support and
Maintenance Agreement shall apply to the provision of such
additional services.
3.6 For Hardware which is identified in the Quotation as receiving
Hardware Maintenance Services, SCC's engineer may choose to
return the Hardware to SCC's workshop for repair should on-
site repair be impracticable. In such cases, if SCC's engineer
believes that repair of the Hardware is not possible within the
Service Levels, then at SCC’s sole discretion SCC will either
provide the Customer with loan equipment or a permanent
replacement (“Swap Out”). Where SCC provides loan
equipment or a Swap Out SCC shall be under no obligation to
provide identical equipment but shall use all reasonable
endeavours to ensure that the loan or Swap Out equipment
provided will be of not less than an identical or better level of
functionality. Unless otherwise agreed loan or Swap Out
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equipment shall not include software. Loan or Swap Out
equipment shall not be supplied where the exclusions set out
in Clause 4 below apply.
3.7 Where SCC provides the Customer with Swap Out equipment,
then unless otherwise agreed, upon receipt of the Swap Out
equipment by the Customer title to the Swap Out equipment
shall pass to the Customer, and title to the Hardware SCC
removes from Site shall transfer to SCC.
3.8 SCC agrees to use all reasonable endeavours to ensure that its
employees and sub-contractors shall comply with the
Customer's written security and safety procedures which are
brought to the attention of SCC.
3.9 At the written request of the Customer, from time to time, SCC
shall implement changes to the Services detailed in the Quotation,
providing that such changes do not necessitate SCC using
additional resources over and above the resources used at that
time to provide the Services and does not impact upon SCC’s
ability to meet the Service Levels or the Charges, or the timescales
detailed in the Contract (“Minor Changes”). Any change
requested by the Customer, which is over and above the Minor
Changes shall be dealt by agreement between the parties in
accordance with Clause 6.
3.10 Where the Customer’s responsibilities are listed in the Service
Descriptions, these should be read in conjunction with and are
without prejudice to the Customer’s other obligations set out in
this Support and Maintenance Agreement.
3.11 SCC and the Customer will carry out a general review of the
Service Levels and reports provided on a regular basis, time
intervals to be agreed, but not to be less than once per year or
more than once per month.
3.12 All amendments to Service Levels shall be agreed by the Parties
in accordance with Clause 6.
3.13 During the term of the Contract, changes, for example, projects,
upgrades and additions to the Hardware may occur that may have
an impact on the Service Levels. However, SCC will use its
reasonable endeavors to ensure that the current operational
Service Levels is not affected by the change. Where SCC
reasonably considers it impossible to do so, then SCC may apply
in writing, for the suspension of the Service Levels for a limited
period only, explaining the reasons for the change and detailing
the effects of the change.
3.14 As soon as reasonably practicable, after the Customer has
received the application, SCC and the Customer shall meet to
agree the effects (if any) of the change to the Service Levels.
SSD Equipment
3.15 All SSD equipment should be clearly declared in the Hardware
inventory and should include part number and description details.
All SSD equipment requiring support will be priced or clearly
marked as included as part of a host system, any SSD equipment
not marked as such will not be supported under the Contract. SCC
reserve the right to audit any system containing SSD based items
at a mutually agreed time.
3.16 Subject to Clause 3.15, support for SSD Equipment is provided for
hardware malfunctions. SSD Equipment requiring replacement
that has reached its maximum supported lifetime and/or the
maximum usage limits as set forth in the manufacturer's operating
manual will not be supported under the Contract and can be
supplied on a chargeable basis.
4. EXCLUSIONS
Services
4.1 For the avoidance of doubt, the Customer hereby agrees and
acknowledges that the Services do not include:
(a) repairs or replacement as required as a result of any accident,
relocation to another site, installation, neglect, or misuse of the
Hardware by any party other than SCC including operation in a
manner contrary to the Manufacturer's operating instructions; or
(b) works requested by the Customer for rearrangement including
additional wiring, relocating any part of the Hardware or repairing
a previously prepared site to make it operational; or
(c) repairs or replacement as required as a result of any Modification
to the Hardware other than in accordance with Clause 5.4(b);
or
(d) repairs, support, or maintenance of the Hardware by any party
other than SCC without SCC's prior consent; or
(e) repairs or replacement of Hardware which has suffered physical
loss or damage whatsoever caused by any factor outside the
control of SCC including but not limited to fire, theft, vandalism or
accidental/deliberate damage or destruction; or
(f) repairs required as a result of any failure or fluctuation of
electricity supply, climate control or other environmental
conditions; or
(g) repair of any external or cosmetic damage to the Hardware or any
other goods affected by a defect in the Hardware, electrical work
external to the Hardware, refurbishment or repair of any casing;
or
(h) replacement of consumable items with a limited life expectancy
including but not limited to the consumable items specifically
designated by the Manufacturers as consumables, and/or as
described in Appendix A; or
(i) repairs to items of Hardware which have come to the end of their
natural service life, or which are, in the reasonable opinion of SCC,
Beyond Economic Repair, or for which spare parts are no longer
readily available; or
(j) any supply of parts or work which is required because of the
failure of the Customer promptly to inform SCC of any faults in
the operation of the relevant items of Hardware or the adding or
removal of any accessories, attachments or other devices; or
(k) repairs to items of Hardware which are not in Good Working Order
at the commencement of this Support and Maintenance
Agreement; or
(l) repairs to items of Hardware which are required as a result of a
Manufacturers’ product recall whether in relation to a complete
piece of Hardware or a component part thereof. Product recalls
shall constitute an additional service which shall be charged at
SCC’s then current time and materials rates; or
(m) Software, firmware updates, patches and fixes for HP servers,
storage and networking product ranges (“HP Equipment”) are
excluded from the Services under this Agreement unless;
(i) the HP Equipment is still within its OEM manufacturer
warranty period; and/ or
(ii) the Agreement specifically states that such Software,
firmware updates, patches and fixes are included as part of
the Service;
For avoidance of doubt the above restriction does not apply to any
Software, firmware updates, patches and fixes which HP
considers to be required for ILO, I/O, safety or security purposes;
(n) any service not specifically stated in the Quotation or Appendix
A to form part of the Services.
Service Levels
4.2 Without prejudice to any exceptions to the Service Levels set
out elsewhere in the Contract, SCC shall not be in breach of the
Contract including without limitation the Service Levels in the
following situations:
(a) where the Customer fails to comply with its obligations as set
out in this Support and Maintenance Agreement and in the
Service Descriptions to the extent that such failure directly or
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indirectly causes SCC to fail the Service Levels;
(b) where the Service requested falls within one of the exceptions
set out in Clause 4 and/or in the Service Descriptions in
Appendix A;
(c) faults referred to vendors and Manufacturers will not be
included in the measurement of performance against Service
Levels, unless the vendors or manufacturers are authorised
sub-contractors of SCC;
(d) where system restoration time frames (applications and data)
are extensive, that is it is not possible to restore the system
within the Service Levels;
(e) where the Customer invokes a change to an incident therefore
resolution needs to be rescheduled at the request of the
Customer;
(f) User is not available when their input is required to resolve the
call. A minimum of three attempts should be made to contact
the user before suspending the call.
5. CUSTOMER OBLIGATIONS
5.1 The Customer shall be responsible for the Customer Obligations
as set out in Appendix A.
5.2 The Customer shall be responsible for and shall ensure that any
programs or data stored on the Hardware are virus free and full
back up copies of all such programs and data are made and
retained by the Customer. SCC shall not be liable for any loss of
data howsoever caused.
5.3 The risk of any accidental/deliberate damage, loss, destruction or
theft of any loan equipment provided by SCC shall pass to the
Customer on delivery of the loan equipment to the relevant site
and the Customer must insure, for its full replacement value, such
loan equipment from that date and provide on request by SCC
evidence of such insurance. Title to loan equipment shall at all
times remain vested in SCC. The Customer shall ensure that any
loan equipment provided by SCC is returned to SCC in the same
condition in which it is supplied to the Customer (taking in to
account reasonable wear and tear). If this is not the case, the
Customer shall indemnify SCC for any losses suffered by SCC
including but not limited to replacement of the loan equipment.
5.4 The Customer shall:
(a) ensure that proper environmental conditions are maintained for
the Hardware and shall maintain in good condition the
accommodation of the Hardware;
(b) give SCC 10 working days prior written notice of any Modification
to the Hardware prior to such Modification being carried out. SCC
shall notify the Customer if such Modification is accepted by SCC
(such acceptance not being unreasonably withheld or delayed)
SCC shall acknowledge the Modification in writing and shall notify
the Customer of any proposed alteration to the Charges due to
such Modification. Any Modification should be made in
accordance with industry standards and the Customer shall only
use products and parts approved by the Manufacturer or SCC;
(c) not request, permit or authorise anyone other than SCC to carry
out any adjustments repairs or maintenance to the Hardware (or
any part) without the prior consent of SCC;
(d) keep and operate the Hardware in a proper and prudent manner
in accordance with the operating instructions of SCC and the
Manufacturer and ensure only competent trained and authorised
employees are permitted to use the Hardware;
(e) ensure the external surfaces of the Hardware are kept clean and
in good condition;
(f) use only such operating supplies as SCC or the Manufacturer shall
recommend;
(g) not move Hardware or any part of it to another Site without the
prior notification in writing of SCC for the avoidance of doubt, this
clause does not apply to mobile Hardware;
(h) provide SCC with full and safe access to the Site and to the
Hardware for the purposes of carrying out its obligations under
the Contract and shall make available to SCC such staff, facilities,
assistance and services as reasonably required by SCC to perform
the Services including without limitation safe and clean facilities
and working space, storage space suitable to carry out the
Services, telephone facilities and access to electricity supply; and
(i) ensure that when a service call is made that it relates to the
Hardware. For the avoidance of doubt, if a service call is made
relating to a fault other than in relation to the Hardware or for a
service which falls outside of the Services, SCC will be entitled to
charge for any labour and parts used at its then current time and
materials rates.
5.5 The Customer warrants to SCC that it:
(a) will provide SCC with such information as it may reasonably
need concerning the Customer’s operations and answers to
queries, decisions and approvals which may be reasonably
necessary for the SCC to undertake the Services. The Customer
is responsible for ensuring that such information and answers
are accurate and complete. SCC will, to the extent reasonably
practicable, give the Customer reasonable prior notice of any
information or answers it requires in accordance with this
Clause 5 and will notify the Customer promptly in writing if it
considers the Customer to have failed to provide information or
answers in accordance with this Clause 5 or if it has reason to
suspect that any information is inaccurate or incomplete. If any
information is deemed to be inaccurate or incomplete, SCC shall
not be deemed to be in breach of any Service Levels or other
obligations under the Contract;
(b) shall ensure that all personnel assigned by it to provide
assistance to SCC shall have the requisite skill qualification and
experience to perform the tasks assigned to them;
(c) shall keep and operate the Hardware in a proper and prudent
manner in accordance with the operating instructions of SCC and
the Manufacturer and ensure only competent trained and
authorised employees are permitted to use the Hardware; and
(d) is the owner of the Hardware and any Software which may form
part of the Hardware and that it has the power and authority to
enter into the Contract and permit SCC to perform the Services
or, where the Customer does not own the Hardware or any
Software that may form part of the Hardware, that it has all
powers, right, authority and
licences necessary to enter into the
Contract and to permit SCC to perform the Services.
5.6 The Customer will defend, indemnify and hold SCC harmless
against all losses, liabilities, damages, claims, costs (including
legal and other professional costs) and expenses which SCC may
suffer or incur arising out of or in connection with any breach of
the warranty set out in Clause 5.5(d) above.
6. CHANGE CONTROL
6.1 SCC reserves the right to modify the Contract without notice to
the extent necessary to ensure compliance with any regulatory or
legislative requirement. Subject to Clause 6.2, all other
variations to the Contract shall be subject to the prior written
agreement of both Parties, such consent not to be unreasonably
withheld.
6.2 For the avoidance of doubt, if the Customer requests any changes
to the Sites and/or the Hardware the Customer should request
such change in writing providing at least 30 days notice. SCC shall
respond to such request, within a reasonable period, detailing
their acceptance (which shall not be unreasonably withheld) of
the request or details of any change to the Charges necessary due
to such change. SCC shall not be deemed to be acting
unreasonably if it refuses any such change request during the final
3 months of either the Initial Term or any extended period or at
any time after written notice to terminate the Contract has been
served by either Party upon the other. SCC may terminate the
Contract, on written notice, if the Parties fail to reach agreement
on the change request or the Charges.
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7. DURATION OF CONTRACT AND TERMINATION
7.1 The Contract shall commence on the Commencement Date and
shall continue for the Initial Term and shall remain in force
thereafter unless and until terminated by either Party giving to
the other not less than 3 months’ written notice expiry on the
last day of the Initial Term or on the last day of each
subsequent anniversary of the Initial Term (as applicable) but
shall be subject to earlier termination as provided under this
Clause 7.
7.2 For the term of the Contract the Customer shall not engage either
directly or indirectly any third party to provide in whole or part any
of the Services or any services similar to the Services in relation
to the Hardware without the prior written consent of SCC.
7.3 Except as provided in this Clause 7.3, the Customer shall not be
entitled to cancel the Contract prior to the expiry of the Initial
Term without SCC’s prior written consent. If SCC does consent to
early termination of the Contract, such consent shall be subject to
the Customer paying an early termination charge to SCC
calculated as a sum equal to the average of the Charges paid by
the Customer in the previous three (3) months (or the Charges
paid in the previous month if less than three (3) months of the
Initial Term have expired) multiplied by the number of months
remaining in the Initial Term.
7.4 Either Party may by notice in writing served on the other Party
terminate the Contract immediately if the other Party:
(a) is in material breach of any of the terms of the Contract and,
where the breach is capable of remedy, the other Party fails to
remedy such breach within 30 days service of a written notice
from the Party not in default, specifying the breach and
requiring it to be remedied; or
(b) shall convene a meeting of its creditors or if a proposal shall be
made for a voluntary arrangement within Part I of the
Insolvency Act 1986 or a proposal for any other composition
scheme or arrangement with (or assignment for the benefit of)
its creditors or if the other shall be unable to pay its debts
within the meaning of Section 123 of the Insolvency Act 1986
or if a trustee, receiver, administrative receiver or similar officer
is appointed in respect of all or any part of the business or
assets of the other party or if a petition is presented or a
meeting is convened for the purpose of considering a resolution
or other steps are taken for the winding up of the other party
or for the making of an administration order (otherwise than
for the purpose of a bona fide amalgamation or
reconstruction); or the equivalent of any of the above occurs
under the jurisdiction to which the Parties is subject.
7.5 SCC may terminate the Contract in writing without notice if the
Customer has a change in its management and/or control as
defined by section 1124 of the Corporation Tax Act 2010.
7.6 The termination of tthe Contract howsoever arising is without
prejudice to the rights, duties and liabilities of either the
Customer or SCC accrued prior to termination and the
conditions which expressly or impliedly have effect after
termination will continue to be enforceable notwithstanding
termination.
7.7 On termination of the Contract all provisions in the Contract
which expressly or impliedly have effect after termination shall
remain in effect.
8. CHARGES AND PAYMENT
8.1 SCC will invoice the Customer for the Services in accordance with
the Quotation.
8.2 The Customer shall pay the Charges within thirty (30) days from
the date of SCC’s invoice.
8.3 All Charges shall be stated in pounds sterling and shall be
exclusive of Value Added Tax and all other sales taxes whether in
addition to or in substitution unless otherwise stated in the
Quotation.
8.4 All payments to be made by the Customer under the Contract
will be made in full without any set-off, restriction or condition
and without any deduction or withholding for or on account of
any counterclaim or any present or future taxes, levies, duties,
charges, fees, deductions or withholdings of any nature, unless
the Customer is required by law to make any such deduction
or withholding.
8.5 If any sum payable under the Contract which is not the subject
of a bona fide dispute is not paid by the due date then (without
prejudice to SCC’s other rights and remedies), SCC reserves the
right to charge interest on such sum on a day to day basis
(after as well as before any judgment) from the date or last
date for payment thereof to the date of actual payment (both
dates inclusive) at the rate of four percent (4%) per annum
over Barclays Bank plc base rate (or such other London
Clearing Bank as SCC may nominate) from time to time in force.
Such interest shall be paid on demand by the Customer.
8.6 SCC reserves the right to vary its charges on not less than 30 days
written notice where such variations are to take into account any
factors outside of its reasonable control. Such factors shall include
but shall not be limited to, changes in the Manufacturers terms
and conditions in relation to rebates for warranty repairs and costs
incurred in relation the Contract due to the implementation into
English Law of the Waste Electrical and Electronic (Producer
Responsibility) Regulations.
9. LIABILITY
9.1 The following provisions of this Clause 9 set out the total
liability of SCC under or in connection with the Contract
whether in contract, tort (including negligence) for breach of
statutory duty or otherwise.
9.2 Nothing in the Contract shall limit or exclude either Party’s
liability:
(a) for fraud; or
(b) for death or personal injury resulting from negligence; or
(c) to the extent not permitted by law.
9.3 SCC’s total liability in respect of loss of or damage to tangible
property shall not in any circumstances exceed one million
pounds (£1,000,000).
9.4 SCC’s total liability in respect of any other loss or damage
arising under the Contract shall not in any circumstances
exceed fifty thousand pounds (£50,000) or a sum equal to the
Charges payable under the Contract in the 12 month prior to
the breach whichever is the lesser.
9.5 SCC shall not have any liability in respect of the provision of any
Services which is alleged to be defective unless notice of any claim
in respect of such Services is given to SCC by the Customer within
14 days of the date upon which the relevant Services were
performed. Where such notice is validly given, SCC’s only
obligation shall be to re-perform the relevant Services and SCC
shall have no further liability in relation to such alleged defective
Services.
9.6 Neither Party will have any liability under or in connection with
the Contract in respect of:
(a) loss of profits, loss of business, loss of revenue, loss of contract,
loss of goodwill, loss of anticipated earnings or savings
(whether direct, indirect or consequential); or
(b) loss of use or value of any data or equipment including
software, wasted management, operation or other time
(whether direct, indirect or consequential); or
(c) any indirect or consequential loss,
howsoever arising.
9.7 SCC shall not be liable for any losses or damages suffered by the
Customer arising from the Customer's failure to make adequate
provision for recovery of lost or corrupted data, files, or programs.
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9.8 Where SCC is unable to access the Site and/or the Hardware for
any reason (other than due to the default of SCC) and as a result
is unable or is delayed from providing the Services, SCC shall not
be deemed to have breached any of the terms of the Contract.
9.9 The Charges have been set by SCC on the basis of the
exclusions and restrictions of liability in this Clause 9 and
would be higher without those provisions. In the
circumstances, the Customer agrees that those provisions are
reasonable and will accept the risk and/or insure accordingly.
9.10 Except as otherwise specifically provided in this Support and
Maintenance Agreement, SCC hereby excludes to the fullest
extent permissible in law, all conditions, warranties, terms and
stipulations, express (other than those set out in this Support
and Maintenance Agreement) or implied, statutory, customary
or otherwise which, but for such exclusion, would or might
subsist in favour of the Customer.
10. INTELLECTUAL PROPERTY
10.1 All Intellectual Property Rights in or in relation to the Services
(including any manuals and operating documentation relating
thereto) or in any materials (including software) provided by
SCC during the course of supplying the Services shall vest in
SCC or its suppliers as the case may be. The Customer shall
have no title to or interest in any such Intellectual Property
Rights except to the extent specifically set out in this Support
and Maintenance Agreement.
11. CONFIDENTIALITY
11.2 The Parties will keep confidential any and all Confidential
Information that they may acquire pursuant to the Contract.
11.2 Neither Party will use the Confidential Information for any
purpose other than to perform its obligations under the
Contract. Each Party will ensure that its officers and employees
comply with the provisions of this Clause 11.
11.3 The Customer acknowledges that SCC does not have any
knowledge of the quantity or value of the data or software used
by the Customer in utilising the Services. The Customer shall
take all reasonable steps to mitigate the risks of data and
software loss inherent in its use of the Services. The Customer
agrees that SCC shall not be liable for loss of Customer data or
software to the extent that the Customer data or software has
changed since the time that SCC was last required to perform
a backup pursuant to this Agreement.
11A. DATA PROTECTION
11A.1 In this Clause, the terms “Controller”, “Personal Data”,
“Processed”, “Processor”, “Processing” and “Data
Subject” have the meanings given to them in the Data
Protection Legislation.
11A.2 The Parties acknowledge that the Customer is a Controller and
SCC is a Processor in relation to the Personal Data processed
by SCC pursuant to the Contract.
11A.3 The Personal Data which could be Processed by SCC in
performing the Services (including where the Processing is
related to the storage and transfer of data used by the
Customer in the course of carrying on its business within its
equipment, systems or applications which SCC services, hosts
or provides compute infrastructure for) will be specified in the
Contract or, where not so specified, could relate to any
individual anywhere in the world with whom the Customer and
its users are communicating, doing business, providing a
service to, employing (either potentially or historically) and
anyone related to such individuals or other individuals. Unless
specified in the Contract, the Personal Data could be any type
of personal data or special category of sensitive Personal Data
that is Processed in connection with such systems, equipment
or applications or on emails, information or other documents
sent to or from the Customer or its users or created by them,
all as determined by the Customer or the Customer's users. The
Personal Data will be Processed for the duration of the
Contract. Where the Customer requests, the Parties may agree
to set out in a schedule to the Contract the specific subject
matter and duration, nature and purpose of particular
Processing activities underthe Contract, the type of Personal
Data being Processed and the specific categories of the Data
Subjects concerned.
11A.4 SCC shall:
(a) Process the Personal Data only on the documented instructions
of the Customer as set out in the Contract, in order to perform
its obligations under the Contract and shall ensure it takes steps
to ensure that its personnel only Process the Personal Data on
documented instructions from the Customer as set out in the
Contract, unless required to do otherwise by applicable law;
(b) ensure that its personnel who are authorised to Process
Personal Data are under obligations of confidentiality that are
enforceable by SCC;
(c) take all measures required pursuant to Article 32 of GDPR;
(d) assist the Customer, by appropriate technical and
organisational measures, insofar as this is possible, for the
fulfilment of the Controller’s obligation to respond to requests
for exercising the Data Subject’s rights under Chapter III of
GDPR;
(e) assist the Customer in ensuring compliance with the obligations
pursuant to Articles 32-36 of GDPR taking into account the
nature of the Processing and the information available to SCC;
(f) at the written election of the Customer, either delete or return
the Personal Data (including all copies of it) at any time upon
request by the Customer or promptly upon termination or
expiry of the Contract; and
(g) make available to the Customer all information necessary to
demonstrate compliance with the obligations in Article 28 of
GDPR and allow for and contribute to audits, including
inspections, conducted by the Customer or another auditor
mandated by the Customer.
11A.5 The Customer shall:
(a) ensure it has all necessary authority to Process Personal Data
and to disclose or make available such Personal Data to SCC
and to allow SCC to conduct the relevant Processing activities
required in order to provide the Services for the Customer, in
each case in accordance with all applicable Data Protection
Legislation; and
(b) be responsible for ensuring that appropriate technical and
organisational measures are in place for all Personal Data
Processed within the Customer's IT environment by the
Customer and SCC. The Parties agree that it is not appropriate
for SCC to be responsible for determining appropriate technical
and organisational measures related to the Customer's IT
environment wherever it may be located unless the
implementation of such measures are within the scope of the
Services to be provided by SCC.
11A.6 The Customer acknowledges and agrees that, taking into
account the nature, scope, context and purposes of the
processing of Personal Data that may be carried out by SCC in
the course of the provision of the Services provided under the
Contract, it is not appropriate for SCC to implement and SCC
shall not implement, unless expressly agreed by SCC in the
Contract or via the Change Control Procedure, specific back-up,
pseudonymisation or encryption measures in respect of
Personal Data Processed by SCC when performing the Services.
11A.7 The Customer consents to the Processing of Personal Data by
SCC’s affiliate company Specialist Computer Centres Vietnam
Company Limited, for the purpose of providing out of hours
support or for assistance with other services sub-contracted by
SCC to Specialist Computer Centres Vietnam Company Limited
on the terms located at the following hyperlink
https://www.scc.com/wp-content/uploads/2018/06/Data-
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Exporter-Agreement-SCC-Vietnam.pdf (the “Model Clauses”).
The Parties shall execute those Model Clauses at the same time
as the Contract (or upon request by either Party following
execution of the Contract) and with SCC agreeing those Model
Clauses in its capacity as agent, acting on behalf of Specialist
Computer Centres Vietnam Company Limited. SCC shall not
otherwise Process or transfer Personal Data outside of the
European Economic Area without the prior written further
consent of the Customer, (and where further consent is given
such further consent will be set out in the Contract) and without
putting in place adequate protection for the Personal Data to
enable compliance by the Customer and SCC with their
obligations under applicable Data Protection Legislation. Prior
to any such further transfer or Processing of Personal Data
outside of the European Economic Area or to a country without
a finding of adequacy, the Customer and SCC shall enter into a
further data transfer agreement on the terms of the standard
contractual clauses approved by the European Commission
from time to time (or as required under applicable law where
the United Kingdom is no longer part of the European Economic
Area).
11A.8 The Customer consents to the appointment by SCC of sub-
processors as necessary for SCC to provide the Services.
12. PERSONNEL
12.1 The Parties consider and intend that the commencement of the
provision of the Services by SCC will not constitute the transfer
of an undertaking for the purposes of the Transfer of
Undertakings (Protection of Employment) Regulations 2006
and any provisions replacing or amending these provisions (the
“Transfer Regulations”) and, accordingly, the contracts of
employment of any employees of the Customer or any
contractor who are assigned to work in connection with the
Services (the “Customer Employees”) and any rights and
liabilities attaching thereto will not have effect from that date
as if originally made between the Customer Employees and SCC
or any of its subcontractors.
12.2 If any Customer Employee asserts or establishes that his or her
employment or any claim right or liability in connection with his
or her employment or the termination of that employment has
transferred to SCC or any of its subcontractors upon
commencement of the Services pursuant to the Contract under
the Transfer Regulations:
(a) the Customer shall indemnify SCC and any of its subcontractors
and keep them fully indemnified at all times against all liabilities
to or in respect of or on behalf of such Customer Employee
incurred by SCC and any of its subcontractors (including pay,
redundancy payments, protective awards, compensation for
wrongful or unfair dismissal or discrimination, or any other
order for damages or compensation for any failure to perform
any duty imposed under the provisions of the Transfer
Regulations or otherwise) arising out of the employment of or
the termination of employment of such Customer Employee
and against all and any costs, expenses or damages incurred
by SCC and any of its subcontractors in contesting any claim in
respect thereto; and
(b) SCC or any of its subcontractors shall be entitled to terminate
the Customer Employee’s employment and SCC and any of its
subcontractors shall be indemnified by the Customer in respect
of all awards, losses, damages, costs, liabilities, expenses and
legal fees which they may sustain arising under or in connection
with Customer Employee’s contract of employment and/or the
termination of his or her employment.
12.3 The Parties acknowledge that each has incurred significant
costs in the recruitment and training of its employees engaged
in connection with the Services. Accordingly the Parties agree
with each other that it will not, and it will ensure that its
associated companies will not, solicit or approach in any way,
any of the other’s employees who are engaged in connection
with the Services with a view to offering them employment or
to solicit services from them on their own account (whether for
itself or another party) during the period of the Contract and
for a period of six (6) months after the termination or expiration
of the Contract.
12.4 If any employee leaves the employment of SCC or Customer
(as appropriate) (the “Non-Breaching Party”) as a result of
a breach by the other Party or its associated companies (the
“Breaching Party”) of Clause 12.3 and commences
employment with, or provides services to the Breaching Party,
the Breaching Party shall pay to the Non-Breaching Party 50%
of the higher of:
(a) the annual salary (including any benefits-in-kind, bonus
payments, commissions and other emoluments) of the
employee at the date that they ceased to be an employee of
the Non-Breaching Party; or
(b) the annual salary of the employee at the time they commence
employment with the Breaching Party and the Parties
acknowledge that any such payment is by way of liquidated
damages and is reasonable and genuine pre-estimate of the
Non-Breaching Party’s losses.
13. DISPUTE RESOLUTION PROCEDURE
13.1 All disputes, differences or questions arising in relation to the
Contract shall be referred in the first instance to the Account
Director of SCC and the nominated equivalent representative
of the Customer (as notified to SCC) who shall meet together
and attempt to settle the dispute (acting in good faith) within
10 Business Days.
13.2 If the persons appointed in Clause 13.1 are unable to resolve
the dispute, it shall be referred to the Managed Service Director
of SCC and the nominated equivalent representative of the
Customer (as notified to SCC) who shall meet together and
attempt to settle the dispute (acting in good faith) within 10
Business Days.
13.3 If the persons appointed in Clause 13.2 are also unable to
resolve the dispute within 10 Business Days, the Parties shall
have no further obligation to follow this dispute resolution
procedure.
13.4 Neither party may initiate any legal action until the procedure
set out in Clauses 13.1, 13.2 and 13.3 has been completed
except that in no event shall the provisions of this Clause 13
operate to prevent a Party seeking interim relief in respect of
any dispute or differences.
14. FORCE MAJEURE
14.1 SCC will not be deemed to be in breach of the Contract or
otherwise liable to the Customer in any manner whatsoever for
any failure or delay in performing its obligations under the
Contract due to Force Majeure.
14.2 If the SCC’s performance of its obligations under the Contract is
affected by Force Majeure:
(a) it will give written notice to the Customer, specifying the nature
and extent of the Force Majeure, as soon as reasonably
practicable after becoming aware of the Force Majeure and will
at all times use all reasonable endeavours to bring the Force
Majeure event to an end and, whilst the Force Majeure is
continuing, mitigate its severity, (without being obliged to incur
any expenditure); and
(b) subject to the provisions of Clause 14.3, the date for
performance of such obligation will be deemed suspended only
for a period equal to the delay caused by such event.
14.3 If the Force Majeure in question continues for more than three
months, either party may give written notice to the other to
terminate the Contract. The notice to terminate must specify
the termination date, which must not be less than 15 Business
Days after the date on which the notice is given, and once such
notice has been validly given, the Contract will terminate on
that termination date.
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15. NOTICES
15.1 All notices that are required to be given under the Contract
shall be in writing and shall be sent to the addresses set out in
the Contract by first class pre-paid letter or by hand and shall
be deemed to have been received:
(a) by first class post, 48 hours after the date of mailing;
(b) by hand, the following Business Day.
16. GENERAL
16.1 Each right or remedy of a Party under the Contract is without
prejudice to any other right or remedy of the Party under the
Contract.
16.2 If any condition or part of the Contract is found by any court,
tribunal, administrative body or authority of competent
jurisdiction to be illegal, invalid or unenforceable then that
provision will, to the extent required, be severed from the
Contract and will be ineffective without, as far as is possible,
modifying any other provision or part of the Contract and this
will not affect any other provisions of the Contract which will
remain in full force and effect.
16.3 No failure or delay by a Party to exercise any right, power or
remedy will operate as a waiver of it nor will any partial exercise
preclude any further exercise of the same, or of some other
right, power or remedy.
16.4 SCC may assign, delegate, license, hold on trust or sub-
contract all or any part of its rights or obligations under the
Contract.
16.5 the Contract is personal to the Customer who may not assign,
delegate, license, hold on trust or sub-contract all or any of its
rights or obligations under the Contract without SCC’s prior
written consent (which shall not be unreasonably withheld or
delayed).
16.6 A person who is not a party to the Contract shall have no right
under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Contract. This clause does not affect
any right or remedy of any person that exists or is available
otherwise than pursuant to that Act.
16.7 the Contract contains all the terms which SCC and the
Customer have agreed in relation to the Services. For the
avoidance of doubt, no terms or conditions endorsed upon,
delivered with or contained in any Customer documentation will
form part of the Contract unless specifically agreed in advance,
in writing by SCC. The Customer acknowledges that it has not
relied on any statement, promise or representation made or
given by or on behalf of SCC which is not set out in the
Contract.
16.8 The Parties shall use all reasonable endeavours to mitigate
losses, damages and expenses that it may suffer or incur as a
result of any breach by the other Party of its obligations under
the Contract or otherwise and in respect of which it desires to
make recovery in whole or in part from the other Party.
16.9 Neither Party shall be entitled to recover from the other Party
under the Contract more than once to the extent and in respect
of the same liability of the other Party or its own loss.
16.10 Unless otherwise expressly agreed, all communications
between the Parties shall be in the English language.
17. LAW AND JURISDICTION
17.1 The formation, existence, construction, performance, validity
and all aspects whatsoever of the Contract will be governed by
English law.
17.2 The English Courts will have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with the
Contract.
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Appendix A
Service Descriptions
Where the Quotation states that a Service or combination thereof is included then such Services shall be delivered in
accordance with the corresponding Service Description in this Appendix A below;
Service Group:
Hardware Support & Maintenance
Service Description:
Incident Management
i) Service to be provided
This Service Description will include:
• SCC shall provide Customer with access to a designated telephone number and/or a designated e-mail address for all
communication from the Customer’s helpdesk.
• SCC shall manage incidents submitted to SCC via the agreed methods, during the Working Hours.
• SCC will log the call on SCC’s incident management system and advise Customer of the incident number. This number
will be used as the following:
o Confirmation that the Service Levels are now active, except where the Service is to be provided on an appointment
basis where, the agreed Service Levels for the performance of the Service shall commence at the time SCC attends
the Site in accordance with the appointment.
o As a point of reference for both parties when communicating further about the incident.
•
SCC shall update the Customer via agreed methods with regular incident updates, and will provide proactive
management of the incident through to closure regardless of the resolver group.
ii) Customer Obligations
In order for SCC to carry out this Service Description, the Customer shall comply with the following:
• Ensure all incidents are submitted in the agreed forms.
• Ensure that all incidents assigned to SCC have been reviewed by the Customer service desk and have followed a
level of diagnostics prior to assignment.
• Ensure all agreed information is passed to SCC at time of incident logging, and allow the rejection of the incident
by SCC if insufficient information has been provided to enable SCC to progress to resolution of the Incident.
• Ensure that where Working Hours extend beyond 09:00 to 17:30 (GMT) on a Business Day the agreed incident
logging process is followed by all authorised callers.
Service Group:
Hardware Support and Maintenance
Service Description:
Hardware Maintenance
requirements specified in the Incident Management Service Description), SCC shall using its reasonable endeavours to;
•
Service Level.
• If SCC determines that repair of the Hardware on Site within the Service Levels is not possible, then SCC at its sole
discretion shall either swap out the Hardware with a permanent replacement or provide temporary loan equipment in
accordance with Clause 3.5 of the Support and Maintenance Agreement;
• Arrange and expedite repairs of Hardware via SCC or third parties making full use of Manufacturer’s warranties where
possible and where the same have been provided to the Customer by the manufacturer concerned.
• The Services are limited to the Sites in the United Kingdom as specified within the Quotation.
ii) Notes or Exceptions to Service Description
In addition and without prejudice to the exclusions set out in Clause 4.1 of the Support and Maintenance Agreement,
following shall not be provided as part of Service and provision of such services and/or
accordance with Clause 3.4 of Support and Maintenance Agreement:
•
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(after warranty period), Interna
Keycaps, Anti- glare screens, Touch screens, Fuser Units, Developers, Paper Trays, Pick-
Knobs, User Damage Items; -, Display Enclosures, Acce
Hinges & Bezels, Membrane panels
o Other components declared as consumable by the operators manual (e.g. maintenance kits)
o Where whole units are exchanged SCC will notify the Customer any detai
centre within 30 days.
iii) Customer Obligations
In addition to the obligations of the Customer set out elsewhere in the Contract
Description, the Customer shall comply with the following:
• Ensure that appropriate procedures are in place for individual data backup and recovery following Hardware repair.
• Ensure that appropriate procedures are in place and enforced within the user base and that users have all r
documentation to operate the software and hardware correctly.
• Only use the supported version of software.
•
Service Group:
Hardware Support and Maintenance
Service Description:
Hardware Support
i) Service to be provided
Following acceptance by SCC of a Hardware Support request from the Customer (in accordance with the procedures and
requirements specified in the Incident Management Service Description), SCC shall using its reasonable endeavours;
•
Perform such actions as SCC deems necessary so as to return the Hardware to Good Working Order within the
applicable Service Level provided that no spare or replacement parts are required to perform such action.
• If SCC determines that repair of the Hardware is not possible, then SCC shall swap out the Hardware with a permanent
replacement if one has been provided by the Customer.
•
Arrange and expedite repairs of Hardware via the Customers third party support contracts making full use of
Manufacturer’s warr
anties where possible and where the same have been provided to the Customer by the
manufacturer concerned.
• The Services are limited to the Sites in the United Kingdom as specified within the Quotation.
ii) Notes or Exceptions to Service Description
The Support service does not include the provision by SCC of spare/ replacement parts or swap units, these services are
the responsibility of the Customer to provide. In addition and without prejudice to the exclusions set out in Clause 4.1
Support and Maintenance Agreement, the following shall not be provided as part of Service and provision of such services
and/or materials shall only be provided in accordance with Clause 3.4 of Support and Maintenance Agreement:
• The cost of materials resulting from any malfunction of parts or other supplies that are deemed to be consumable by
the original manufacturer which shall include but are not limited to:
o CD’s, Diskettes, Ozone filters, Toner cartridges, Dot matrix print heads, Ribbons, Ink cartridges, Gear Train
Assemblies, Any non standard components not declared on supported inventory (communication cards etc),
Batteries (after warranty period), Internal pointing devices, Internal keyboards, External pointing devices, External
keyboards, Keycaps, Anti- glare screens, Touch screens, Fuser Units, Developers, Paper Trays, Pick-up transfer
rollers, Platen Knobs, User Damage Items; -, Display Enclosures, Access Covers, Base Covers, Front Covers, Top
Covers, Rear Covers, Hinges & Bezels, Membrane panels
o Other components declared as consumable by the operators manual (e.g. maintenance kits)
iii) Customer Obligations
In addition to the obligations of the Customer set out elsewhere in the Contract, in order for SCC to carry out this Service
Description, the Customer shall comply with the following:
• Ensure that spare parts and swap units are available if the Customer wishes SCC to use these
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• Ensure that repair or warranty contracts are in place with the relevant third parties to cover logistics and repair
services
• Ensure that appropriate procedures are in place for individual data backup and recovery following Hardware repair.
• Ensure that appropriate procedures are in place and enforced within the user base and that users have all required
documentation to operate the software and hardware correctly.
• Only use the supported version of software.
• If relevant arrange for the transportation of Hardware from a home worker’s location to a relevant Site and back,
in the event that a fault or software problem cannot be resolved remotely.
Service Group:
Hardware Support and Maintenance
Service Description:
Hardware Replacement
i) Service to be provided
Following notification of an Incident via the SCC incident management system, SCC shall perform Incident diagnosis in
order to determine the course of action that will be required to return the Hardware and/or Software to Good Working
Order:
Following diagnosis, where it is deemed that the Incident is due to a fault with the Hardware. SCC shall arrange for delivery
of replacement Hardware at the relevant Site within the Service Levels.
On completion by SCC of the applicable activity above, the Incident will be deemed resolved and closed on the SCC incident
management system.
ii) Customer Obligations
In addition to the obligations of the Customer set out elsewhere in the Contract, in order for SCC to carry out this Service
Description, the Customer shall comply with the following:
• Decommission the faulty Hardware
• Return faulty Hardware to equipment supplier (as detailed on consignment note) within ten days of receipt of
replacement Hardware
• Install and configure the replacement Hardware and advise SCC of the serial number of the replacement Hardware.
• Undertake all Hardware and Software maintenance activities in accordance with the instructions contained in the
applicable maintenance guides advised by SCC.
• Maintain full control and management responsibility for the Hardware, the configuration of the unit and control of
the network.
• Ensure that appropriate procedures are in place for the Customer to enable individual data backup and recovery
following Incident resolution.