GRIT’s Standard Terms and Conditions of Service

1 Scope

1.1 This Agreement shall apply to the provision of Services to the Customer.

1.2 Acceptance of the Service Contract indicates acceptance of these Standard Service Terms and any Special Conditions contained in the Service Contract. In the event of any inconsistency between the Standard Terms and the Service Contract then the Service Contract shall prevail.

2 Provisions applicable to all Services

2.1 GRIT Digital Limited will supply and the Customer will take and pay for the Support Services (if any) and Consulting Services (if any) set out in the attached Service Contract

2.2 GRIT Digital Limited shall use all reasonable care and skill in performing its obligations under this agreement. GRIT Digital Limited warrants that it has, and will consistently apply at all times, the experience, resources and competence to execute its obligations efficiently and expeditiously and shall provide the Services as defined in the Service Contract.

2.3 When providing the Services GRIT Digital Limited shall use its reasonable efforts to comply with the Customer’s codes for staff conduct and security.

2.4 The Customer shall use its reasonable efforts to:-

2.4.1 grant access to the customers premises to GRIT Digital Limited authorised representatives for the purposes of carrying out the Services;

2.4.2 make available the staff, time and the necessary Equipment and System to GRIT Digital Limited which may be necessary to enable GRIT Digital Limited to perform the Services.

3 Particular obligations of GRIT Digital Limited relating to Support Services

3.1 The Support Services will comprise:-

3.1.1 Contracted for technical support to the Customer’s users of the Equipment and the System at the Sites, over and above that already available to the customer in user manuals or other supporting documentation; and

3.1.2 Diagnosis and, where reasonably possible, correction of Faults.

3.2 When providing the Support Services GRIT Digital Limited shall use its best endeavours in executing the contract and to comply with the service levels for the Support Services, as set out in the Service Level Agreement.

4 Particular obligations of the Customer relating to Support Services

4.1 The Customer shall use its reasonable efforts to:

4.1.1 Report all Faults using the telephone number, fax number or email address referred to in the Service Level Agreement

4.1.2 Ensure that such information and materials are provided within sufficient time to enable GRIT Digital Limited to supply the Support Services in accordance with the Agreement.

5 Loan of Tools

5.1 Where the Support Services includes Remote Support, GRIT Digital Limited shall supply TightVNC.

5.2 The Tools will at all times remain the property of GRIT Digital Ltd, who shall be entitled to remove the Tools upon termination of the Remote Support Services of this Agreement.

6 Software Licences

6.1 Any software supplied to the Customer by GRIT Digital Ltd, will be subject to the software licence provided at the time when the software was supplied by GRIT Digital Ltd.

6.2 GRIT Digital Limited shall not be responsible for or have the obligation to ensure that the Customer has the necessary software licences relating to the use of any of the Equipment or software on its System subject to this technical support contract.

7 Fees and Payment

7.1 For GRIT Digital Limited performing the Services, the Customer shall pay the Fees to GRIT Digital Limited in accordance with the Service Contract.

7.2 For support contracts payment is due on the Start Date for the initial period and monthly thereafter.

7.3 For all other services payment is due within 14 days of GRIT Digital Ltd invoice unless otherwise stated.

7.4 For hardware and software purchases payment is due upon delivery, except where stipulated within the Sales Inquiry.

7.5 VAT will be charged at the current rate.

7.6 GRIT Digital Limited reserves the right to charge:

7.6.1 for abortive attendance on Site, other than as a result of GRIT Digital Ltd breach of this Agreement;

7.6.2 For any parts and Equipment and software which GRIT Digital Limited identifies as being necessary to rectify a Fault or avoid a Fault. Such equipment or software will be obtained only with the Customer’s prior consent;

7.6.3 charge for reasonable expenses, whether travel or subsistence, incurred by GRIT Digital Limited or any of its representatives where incurred for the purpose of providing on-site Services.

7.7 Overdue amounts will attract interest at 4% above base rate until paid. A handling charge of £95 will be applied to each overdue invoice amount monthly.

7.8 GRIT Digital Ltd reserves the right to either suspend or terminate the contract services if invoices remain unpaid for longer than 14 days beyond the due date.

8 Variations to the Service

8.1 The Customer or GRIT Digital Limited may suggest variations to the Service by giving notice in Writing as appropriate.

8.2 The Customer has the option to add to the Service any other service offered by GRIT Digital Limited by giving notice in writing to GRIT Digital Ltd.

8.3 GRIT Digital Limited will provide the Customer with a quotation referring to the extra fees and any additional Terms which will apply to such variations and additional services.

8.4 The Customer may accept the quotation referred to at clause 8.3 by giving notice in Writing to GRIT Digital Ltd, where upon the Schedules to this Agreement shall be amended accordingly.

8.5 The provision of any variation or additional services shall commence within seven Working Days of receipt of the notice as set out in clause 8.4 and shall be subject to the terms of this Agreement.

9 Duration and Termination

9.1 This Agreement shall be for the term as set out in the Service Contract. Penalties will apply for early cancellation and 1 months notice is required, in writing for such termination. The Penalty is considered at 30% of outstanding fees due within that contract.

9.2 In the event that the Agreement is cancelled by GRIT Digital Limited. GRIT Digital Limited shall provide 1 months notice of cancellation of the Agreement. All appropriate documentation and training will be provided by GRIT Digital Ltd to the client. The fees for this training and documentation shall be part of the agreed monthly fees as part of the service paid by the client.

10 Confidential Information

10.1 Each party acknowledges that it may receive information of a confidential nature relating to the other party, its business and customers. Each party undertakes to the other that it will use such confidential information solely for the purposes envisaged by the Agreement and will not disclose the same.

11 Intellectual Property

11.1 All Intellectual Property created or developed by GRIT Digital Limited and provided to the customer under contract , will unless expressly stated within that contract, remain the property of GRIT Digital Limited at all times.

11.2 GRIT Digital Ltd reserve the right to express Intellectual property as part or the Open Source License or General Public License where appropriate.

12 Warranties and Liability

12.1 GRIT Digital Limited shall provide the Services using all reasonable care and skill.

12.2 The Customer accepts that GRIT Digital Limited shall not be liable for any business impact caused by failure of equipment and/or systems, including time to rectify reported faults, during the contracted period.

12.3 The Customer accepts that the entire liability of GRIT Digital Limited in respect of any and all claims made against it by the Customer in connection with the Agreement shall not exceed the Fees due from the Customer.

13 Assigning and Subcontracting

13.1 GRIT Digital Limited may assign and/or subcontract any of its rights and obligations under the Agreement on written agreement with the Customer. The Customer shall not have these rights to assign and/or subcontract any of the rights and obligations under the Agreement.

14 Entire Agreement

14.1 This Agreement, Service level agreements and contracts, constitutes the entire agreement and understanding between the parties with respect to its subject matter and the terms of this Agreement shall supersede any previous agreements.

14.2 Nothing in this Agreement shall operate to limit or exclude any liability for fraud.

15 Governing Law and Jurisdiction

15.1 The Agreement shall be governed by laws of England and shall be subject to the non-exclusive jurisdiction of the English Courts.