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103246/239180/00000001/4623443/Draft 1 – 23 October 2007
DATED 2023____________________________________________________
(1) [ ]
(2) [ ] LIMITED
OPERATION AND MAINTENANCE AGREEMENT
Cumberland Court80 Mount StreetNottingham NG1 6HHUnited Kingdom
DX 10039 Nottingham 1
Direct fax: +44 (0)115 859 9612Switchboard: +44 (0)115 936 9369www.freethcartwright.co.uk
CONTENTS1. DEFINITIONS AND INTERPRETATION..............................................................................12. DURATION AND SUPPLY OF SERVICES..........................................................................53. GENERAL OBLIGATIONS OF THE SERVICE PROVIDER................................................54. GENERAL OBLIGATIONS OF THE CLIENT.......................................................................65. SERVICE CHARGE AND PAYMENTS................................................................................76. FAILURE TO PROVIDE SERVICES IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.......................................................................................................................97. CHANGE CONTROL............................................................................................................98. CO-OPERATION BETWEEN THE PARTIES....................................................................109. CONDUCT OF CLAIMS.....................................................................................................1110. ASSIGNMENTS AND SUCCESSORS..............................................................................1111. INTELLECTUAL PROPERTY RIGHTS..............................................................................1212. CONFIDENTIALITY............................................................................................................1213. FORCE MAJEURE.............................................................................................................1314. SERVICE PROVIDER'S EXCLUSION OF LIABILITY........................................................1415. INDEMNITY, LIMITATION OF LIABILITY AND INSURANCE...........................................1516. TERMINATION...................................................................................................................1617. CONSEQUENCES OF TERMINATION – GENERAL........................................................1718. CONSEQUENCE OF TERMINATION – EMPLOYEES.....................................................1819. DATA PROTECTION AND FREEDOM OF INFORMATION.............................................2020. NOTICES............................................................................................................................2121. DISPUTE RESOLUTION....................................................................................................2122. NON POACHING OF STAFF.............................................................................................2223. GENERAL PROVISIONS...................................................................................................23SCHEDULE ONE........................................................................................................................26Authorised Representatives.........................................................................................................26SCHEDULE TWO........................................................................................................................27Premises......................................................................................................................................27SCHEDULE THREE....................................................................................................................28Service Manager..........................................................................................................................28SCHEDULE FOUR......................................................................................................................29Operating Plan.............................................................................................................................29SCHEDULE FIVE........................................................................................................................30Implementation Plan....................................................................................................................30
103246/239180/00000001/4623443/Draft 1 – 23 October 2007
THIS AGREEMENT is made on 2007
BETWEEN(1) [ ] a company incorporated in England and Wales with company number [ ]
and registered office at [ ] (‘the Client’); and
(2) [ ], a company incorporated in England and Wales with company number [ ] and
registered office at [ ] (‘the Service Provider’).
BACKGROUND(A) The Client wishes to appoint the Service Provider to provide certain services to the Client in
order to ensure the continuing and efficient operation and maintenance of its Equipment and
the Service Provider has agreed to provide such services on the terms of this Agreement.
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATION1.1. In this Agreement the following words and expressions shall have the following
meanings:
Additional Cost the actual cost of the Service Provider of any
replacement parts which the Service Provider is
required to order to ensure the operation of the
Equipment, apart from to the extent such
replacement parts are required as a direct result of
the Service Provider failing to perform the Services
in accordance with the terms of this Agreement;
Affiliate with regard to any company means any legal entity
controlling, or controlled by or under common
control with the company in question. "Control" for
this purpose in relation to a body corporate, means
the power of a person to secure that the affairs of
the body corporate are conducted in accordance
with the wishes of that person;
Authorised Representative the persons respectively designated as such by the
Client and Service Provider as set out in Schedule
One;
Change Control Procedure the procedure set out in Clause 7;
Change Order has the meaning set out in Clause 7;
Change Request has the meaning set out in Clause 7;1
103246/239180/00000001/4623443/Draft 1 – 23 October 2007
Dispute Resolution Procedure the procedure set out in Clause 21;
Effective Date [insert relevant date];Employees those employees of the Service Provider who are
wholly or to a substantial extent engaged in the
provision of the Services;
Equipment means [insert details of biomass boiler and related heating equipment to be serviced. This description should be as accurate as possible to avoid confusion];
Fuel means biomass fuel appropriate for the Equipment;
ICTA Income and Corporation Taxes Act 1998;
Implementation Plan the implementation plan as set out in Schedule 5;
Intellectual Property patents, inventions, know-how, trade secrets and
other confidential information, registered designs,
copyrights, database rights, design rights, rights
affording equivalent protection to copyright,
database rights and design rights, topography
rights, trade marks, business names, trade names,
moral rights, registration of or an application to
register any of the aforesaid items, and rights in the
nature of any of the aforesaid items in any country,
rights in the nature of unfair competition rights and
rights to sue for passing off;
Losses actions, proceedings, losses, damages, liabilities,
claims, costs and expenses including fines,
penalties, clean-up costs, legal and other
professional fees and any VAT payable in relation
to any such matter, circumstance or item;
Month a calendar month and ‘monthly’ shall be construed
accordingly;
Operating Plan means the manufacturer’s operating manual or, in
the absence of an operating manual, in accordance
with good industry practice and the plan set out in
Schedule 4 (Operating Plan) or such tasks
additional to those in the manufacturer’s operating
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manual which are agreed between the parties;
Premises the premises occupied by the Client as set out in
Schedule Two;
Reasonable and Prudent
Operator
means a person acting in good faith with the
intention of performing its contractual obligations
and who, in so doing, and in the general conduct of
its undertaking, exercises the degree of skill,
diligence, prudence and foresight which would
reasonably and ordinarily be exercised by a skilled
and experienced person complying with applicable
laws and regulations and observing all applicable
standard industry practices and guidelines
engaged in the operation and maintenance of
biomass boiler heating equipment similar to the
Equipment;
Regulations the Transfer of Undertakings (Protection of
Employment) Regulations 2005 as amended from
time to time;
Services the operation and maintenance of the Equipment,
being all routine and unscheduled maintenance
and any operational activities necessary to perform
such maintenance of the Equipment in accordance
with the Operating Plan and the standard of a
Reasonable and Prudent Operator, including the
ordering of any spare parts or additional
maintenance from the manufacturer of the
Equipment or any appropriate third party. For the
avoidance of doubt, the Service Provider is not
responsible for the order of delivery or quality of
any Fuel;
Service Charge £[ ] per month and as amended from time to
time in accordance with the terms of this
Agreement and particularly Clause 5.5;
Service Manager the individual appointed by the Service Provider
and the Client pursuant to Clause 8 and as set out 3
103246/239180/00000001/4623443/Draft 1 – 23 October 2007
in Schedule Three;
Third Party Provider the provider of any goods or services to the Client
under any contract or arrangement with the Client
where such goods or services are required for the
Service Provider to perform its obligations under
this Agreement, including (without limitation) any
provider of Fuel;
VAT Value Added Tax.
1.2. In the case of conflict or ambiguity between any provision contained in the body of
this Agreement and any provision contained in any Schedule, the provision in the
body of this Agreement shall take precedence.
1.3. The headings in this Agreement are inserted for convenience only and shall not
affect its construction.
1.4. Unless the context otherwise requires words denoting the singular shall include the
plural and vice versa, references to any gender shall include all other genders and
references to persons shall include natural persons, bodies corporate,
unincorporated associations, governments, states, trusts and partnerships, in each
case whether or not having a separate legal personality. References to the word
“include” or “including” are to be construed without limitation.
1.5. References to schedules and clauses are to schedules to and clauses of this
Agreement unless otherwise specified and references within a schedule to
paragraphs are to paragraphs of that schedule unless otherwise specified.
1.6. References in this Agreement to any statute, statutory provision or EC Directive
("legislation") include a reference to that legislation as amended, extended,
consolidated or replaced from time to time (whether before, on or after the date of
this Agreement except to the extent that any amendment, extension, consolidation
or replacements after the date of this Agreement would increase or extend the
liability of any party under this Agreement) and include any former legislation which
it re-enacts, consolidates or replaces and any order, regulation, instrument or other
subordinate legislation made under the relevant legislation.
1.7. Any reference to “writing” or “written” includes faxes but does not include writing on
the screen of a visual display unit, telexes or e-mail.
2. DURATION AND SUPPLY OF SERVICES2.1. This Agreement shall commence on the Effective Date and shall, subject to prior
termination provided for under this Agreement, continue for an initial period of [12
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months] and after that indefinitely, unless terminated by either party on giving not
less than [six] calendar months’ prior written notice of termination of the Agreement.
[Term to be tailored to reflect commercial agreement between the Parties]2.2. The Service Provider will perform the Services with effect from the Effective Date for
the duration of this Agreement and in accordance with the provisions of this
Agreement.
2.3. The Services will be performed by the Service Provider in accordance with the
Implementation Plan, Operating Plan and to the standards expected of a
Reasonable and Prudent Operator.
2.4. The Service Provider agrees to provide the Services in accordance with the
Implementation Plan and Operating Plan, provided always that the Implementation
Plan and Operating Plan shall be amended to the extent reasonably necessary in
order to reflect:
2.4.1. any breach of any obligations of the Client under this Agreement and/or
negligence by it; and/or
2.4.2. any cause of delay which was beyond the reasonable control of the
Service Provider.
2.5. If the Equipment fails to operate normally, the provisions of Clause 6.2 shall apply to
the extent such failure is attributable to the Service Provider failing to perform the
Services.
3. GENERAL OBLIGATIONS OF THE SERVICE PROVIDER3.1. Without prejudice to any other obligation imposed upon it under this Agreement, the
Service Provider shall, acting at all times as principal and not as the agent of the
Client, perform the following obligations at its own expense in accordance with the
provisions of this Agreement:
3.1.1. at its own expense recruit and employ, and undertake all administration
in relation to the (where necessary) recruitment and employment of
personnel who possess a degree of skill and experience which is
appropriate to the tasks to which they are assigned and who shall
perform those tasks in a professional manner; and
3.1.2. hold on an unconditional basis and comply in full with all licences,
authorisations, permissions and consents from all local or national
government authority or any other quasi-governmental, official or public
authority or body lawfully entitled to issue the same which the Service
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Provider requires to enable it to comply with its obligations under this
Agreement.
3.2. [During the term of this Agreement the Service Provider shall not provide services
which are the same or similar to the Services without the Client's prior written
agreement (not to be unreasonably withheld or delayed) to a direct market
competitor of the Client provided that this Clause 3.2 shall not prevent the Service
Provider from continuing to provide services of the type it currently provides to any
organisation which is a client of the Service Provider as at the date of this
Agreement.
3.3. Prior to the Service Provider pitching to provide or providing services the same as or
similar to the Services to any person who might reasonably be considered to be a
direct market competitor of the Client, or if the Service Provider is asked or invited to
so pitch to provide or provide such services, the Service Provider shall, subject to
any confidentiality restrictions it may reasonably have entered into, notify the Client
in writing.] [Clauses 3.2 and 3.3 are only to be used where placing such a restriction on the Service Provider is appropriate]
3.4. The Service Provider shall comply with the Client's premises and health and safety
policies as notified to it from time to time.
3.5. The Service Provider shall retain all records required to be maintained under this
Agreement or by law that are not transferred to the Client under any other provisions
of the Agreement. Such records shall be kept for the period required by law (where
such legal requirement exists) or in the absence of any legal requirement, then for a
period of six years following the termination date. The Service Provider shall, during
the period in which the records are to be maintained by the Service Provider, make
available at the Client's cost a copy of such records as soon as reasonably
practicable following a request from the Client.
4. GENERAL OBLIGATIONS OF THE CLIENT4.1. The Client undertakes throughout the term of this Agreement to:
4.1.1. subject to Clause 3.4, enter into and maintain contracts directly with any
Third Party Providers and ensure that such contracts permit the Service
Provider to request resources from each Third Party Provider on behalf
of the Client when required in order to carry out the Services;
4.1.2. grant to the Service Provider such access to and such facilities at the
Premises as the Service Provider may require from time to time in order
to discharge its obligations under this Agreement;
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4.1.3. take all reasonable precautions to protect the health and safety of the
Service Provider’s personnel, agents and sub-contractors whilst at the
Premises.
4.1.4. provide the Service Provider with all assistance, materials and accurate
information for the purposes of enabling the Service Provider to provide
the Services;
4.1.5. ensure that all personnel assigned by it to provide assistance to the
Service Provider shall have the requisite skill, qualification and
experience to perform the tasks assigned to them;
4.1.6. be responsible for the order, delivery and storage of all Fuel required for
the Equipment and the Service Provider will not be responsible for any
failure by the Third Party Provider to provide sufficient Fuel or for any
loss or damage caused as a result of the Fuel being of inadequate
quality; and
4.1.7. provide appropriate, secure storage facilities at the Premises for the
Fuel.
4.2. The Client warrants that it is the owner of all the Equipment (including any
machines, drawings, connectors, cables, parts or other items, documents, manuals,
and other equipment which is the subject of Services to be provided by the Service
Provider), or is authorised by the owner of the Equipment to allow the Service
Provider to operate and maintain the Equipment in accordance with the terms of this
Agreement.
4.3. The Client warrants that the details of the Generating and Heating Equipment at the
Premises provided to the Service Provider are complete and accurate.
5. SERVICE CHARGE AND PAYMENTS5.1. In consideration of the provision of the Services by the Service Provider, the Client
shall pay to the Service Provider the Service Charge without any set-off,
counterclaim or other deduction whatsoever apart from as permitted under the terms
of this Agreement.
5.2. The Service Charge shall be invoiced by the Service Provider to the Client monthly
in arrears. Each invoice shall be paid by the Client within [30] days of the Client’s
receipt of such invoice.
5.3. Any Additional Costs shall be invoiced by the Service Provider to the Client monthly
in arrears accompanied by any substantiating documentation which may be
reasonably required by the Client.
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5.4. All Service Charges and other payments to be made by the Client under this
Agreement are stated exclusive of VAT which shall additionally be paid by the Client
where relevant at the rate and from time to time in the manner prescribed by law.
5.5. All Service Charges are inclusive of travel and related expenses.
5.6. If the Client fails to make any payment (which is not the subject of a bona fide
dispute) due to the Service Provider in full within 14 days of the due date and has
failed to give a reasonable written explanation for such failure to the Service
Provider, then, without prejudice to any other right or remedy it may have, the
Service Provider shall be entitled to:
5.6.1. suspend performance of any Services until all sums due to the Service
Provider have been paid in full (but only after having given written notice
to Client of its intention so to do);
5.6.2. charge the Client interest (both before and after any judgment) on any
unpaid amount at the rate of 2% above the base interest rate of Barclays
Bank plc from time to time from the due date until the actual date of
receipt of such amount by the Service Provider; and/or
5.6.3. charge the Client for any costs incurred in obtaining (or attempting to
obtain) payment of any unpaid amounts including, without limitation,
reasonable legal fees and back charges.
5.7. The Service Provider reserves the right, by giving notice to the Client at any time
before performance of the Services to increase the price of such Services to reflect
any increase in the cost to the Service Provider which is due to an act or omission of
the Client including (but not limited to) the Client failing to provide sufficient Fuel,
Fuel of an appropriate quality or appropriate storage facilities for the Fuel, or any
delay caused by any instructions of the Client or failure by the Client to give the
Service Provider adequate information or instructions.
5.8. Subject to Clause 5.7 the Service Charge shall be fixed for the first 12 months of this
Agreement. After that, both parties can review and agree any changes to the
Service Charge, proposed by the other party. Any change to the Service Charge
shall be effective from the date when it is agreed.
5.9. If the Parties fail to agree any change to the Service Charge under Clause 5.8, the
existing Service Charge shall apply unless either party gives six months’ notice of its
intention to terminate this Agreement, in which case, the existing Service Charge will
apply until the date of termination.
5.10. In addition to any changes made to the Service Charge under Clause 5.8, the Client
accepts that the Service Provider may increase the Service Charge on each
anniversary of the Effective Date by an amount not exceeding the percentage
increase for the preceding 12 months in the general index of retail prices (including 8
103246/239180/00000001/4623443/Draft 1 – 23 October 2007
all items except food) published in the Digest of Statistics by the Office of National
Statistics or, if this index ceased to be published, any other retail price index
published in substitution.
6. FAILURE TO PROVIDE SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT1
6.1. The Service Provider shall provide monthly service level reports to the Client in a
form acceptable to the Client (acting reasonably) and to demonstrate that it is
providing the Services in accordance with the terms of this Agreement.
6.2. If the Equipment fails to provide the Services in accordance with the terms of this
Agreement on more than [5] instances in any three-month period the Client shall be
entitled to either:
6.2.1. terminate this Agreement upon giving at least [30] days notice to the
Service Provider expiring not later than the end of the second month
following the relevant three-month period; or
6.2.2. agree to a reduction in the Service Charge with the Service Provider for
the period during which the breach took place (a “Reduction”) and to the
extent a Reduction cannot be agreed between the Parties this matter
shall be determined in accordance with Clause 21 (Dispute Resolution).
6.3. The Service Provider shall not be liable for any failure to perform the Services to the
extent that such failure results from:
6.3.1. a breach by the Client of any of its obligations under this Agreement;
6.3.2. an event of force majeure falling within the scope of Clause 13.
7. CHANGE CONTROL2
7.1. For the purposes of this Agreement a ‘Change Request’ is:
7.1.1. a request to change (including to cease) any service or add new
services to the Services; or
7.1.2. a request to amend this Agreement or any document attached to it or
referred to in this Agreement; or
1 1Where the Service Provider fails to provide the level of service required by the Client, the agreement allow for the Client to either claw back some of the fees or permit early termination of the contract. Service Provider to decided on a case by case basis which option in Clause 6.2 is appropriate.
2 Depending on the length of the contract, it may become necessary for the Client to require changes to the Services (for instance if the equipment is replaced or further boilers added) in order to reflect changes in its business or replacement of relevant equipment as it reaches the end of its life cycle. This provision permits this. Accordingly, the parties could agree a procedure which is to be applied once a change request is made and also a provision for reference to an independent expert in the event that the parties do not agree on the changes or the price for such a change. If the contract is to subsist for a long period of time, consider if the Service Provider's duties should include an obligation to upgrade the relevant equipment over the course of the contract period. This obligation to upgrade can be included in the description of the services to be provided. For shorter term agreements we recommend that this clause 7 is deleted.
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7.1.3. any proposal which causes or is likely to cause the Client to incur costs
or charges outside the scope of the Service Charge.
A Change Request shall become a ‘Change Order’ when the requirements of the
Change Control Procedure have been satisfied and the Change Request is signed
by the Authorised Representatives of both parties to signify their approval to the
change.
7.2. Change Requests may be originated either by the Client or by the Service Provider.
7.3. Where the Service Provider originates a Change Request it shall provide, with the
Change Request, details of the impact which the proposed change will have on the
Services, the Implementation Plan, any systems or operations of the Client which
are related to, or are otherwise affected by the Services; the Service Charge and the
other terms of this Agreement.
7.4. Where the Client originates a Change Request, the Service Provider shall provide
the Client, within [21] days of receiving the Change Request, details of the impact
which the proposed change will have on the Services, the Implementation Plan, any
systems or operations of the Client which communicate with, or are otherwise
affected by the Services, the Service Charge and the other terms of this Agreement.
7.5. Save where otherwise stated in this Agreement, neither party shall be obliged to
agree a Change Request originated by the other.
7.6. The costs of implementing a Change Order shall be borne as set out in the Change
Order.
7.7. The Service Provider shall be entitled to charge the Client the Service Provider's
reasonable costs for work undertaken by the Service Provider in analysing the effect
of any proposed Change Request. Where the Service Provider wishes to make a
charge for carrying out such analysis, it will notify the Client in writing of the
estimated costs before undertaking any analysis relating to the Change Request, in
order to allow the Client to choose whether or not to authorise the Service Provider
to proceed with the analysis of the requested change. For the avoidance of doubt,
the Service Provider will not commence any analysis relating to the Change
Request which in relation to which it intends to charge the Client, without receiving
the Client's prior written consent.
7.8. The Service Provider reserves the right at any time without notifying the Client to
make changes to any Services which are necessary to comply with any applicable
safety or other statutory requirement provided that such variation does not materially
affect the quality or performance anticipated by the Client.
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8. CO-OPERATION BETWEEN THE PARTIES8.1. Each party will appoint a Service Manager to deal with any Change Control
Procedure. The first appointees are as set out in Schedule Three. Neither party
shall change its Service Managers without prior consultation with the other.
8.2. The Service Managers shall meet on a [monthly] basis (or at such other intervals as
the Service Managers may mutually agree) to review the performance of the
Implementation Plan, Operating Plan and the Services provided under this
Agreement and any changes required.
9. CONDUCT OF CLAIMSIf any third party makes a claim against, or notifies an intention to make a claim against
either party which may reasonably be considered as likely to give rise to a claim under any
indemnity in this Agreement (a "Relevant Claim") that party shall:
9.1. as soon as reasonably practicable give written notice of that matter to the other
party, specifying in reasonable detail the nature of the Relevant Claim;
9.2. not make any admission of liability, agreement or compromise in relation to the
Relevant Claim without the prior written consent of the other party;
9.3. give the other party and its professional advisers reasonable access to the premises
and personnel of that party and to any relevant assets, accounts, documents and
records within the power or control of that party so as to enable the other party and
its professional advisers to examine such premises, assets, documents and records
and to take copies at their own expense for the purpose of assessing the merits of
the Relevant Claim; and
9.4. subject to the other party indemnifying that party to that party's reasonable
satisfaction against any Losses which may be incurred, take such action as the
other party may reasonably request to avoid, dispute, resist, compromise or defend
the Relevant Claim and shall enable the other party, at its own expense, to conduct
any such claim.
10. ASSIGNMENTS AND SUCCESSORS10.1. This Agreement is personal to the parties and, subject to Clause 10.2, neither this
Agreement nor any rights, licences or obligations under it may be assigned by either
party without the prior written approval of the other party.
10.2. Notwithstanding Clause 10.1, either party may assign this Agreement to any
acquirer of all or of substantially all of such party’s equity securities, assets or
business relating to the subject matter of this Agreement. Any other attempted
assignment will be void and without effect.
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10.3. This Agreement shall be binding upon the parties and their respective successors
and permitted assignees, and references to a party in this Agreement shall include
its successors and permitted assignees.
10.4. In this Agreement references to a party include references to a person:
10.4.1. who for the time being is entitled (by assignment, novation or otherwise)
to that party's rights under this Agreement (or any interest in those
rights); or
10.4.2. who, as administrator, liquidator or otherwise, is entitled to exercise
those rights,
and in particular those references include a person to whom those rights (or any
interest in those rights) are transferred or pass as a result of a merger, division,
reconstruction or other reorganisation involving that party. For this purpose,
references to a party's rights under this Agreement include any similar rights to
which another person becomes entitled as a result of a novation of this Agreement.
11. INTELLECTUAL PROPERTY RIGHTS11.1. In the absence of prior written agreement to the contrary, all Intellectual Property
created by the Service Provider or any employee, agent or sub-contractor of the
Service Provider in the course of performing the Services shall vest in the Service
Provider
11.2. Where, in connection with the provision of the Services, the Client uses any
Intellectual Property which is owned by the Service Provider, the Service Provider
shall grant to the Client, or shall procure that the Client is granted (without charge to
the Client and for the benefit of the Client) an indefinite non-exclusive, royalty-free
licence to use, adapt, maintain and support such Intellectual Property in respect of
the Premises only, which licence shall include the right for any person providing
services to the Client to use, adapt, maintain and support such Intellectual Property
for the benefit of the Client.
11.3. Unless stated expressly in writing in this Agreement, neither party will acquire any
ownership interest in or licence of the other's Intellectual Property by virtue of this
Agreement.
12. CONFIDENTIALITY12.1. Both parties to this Agreement undertake, except as provided below, to treat as
confidential and keep secret all information marked ‘confidential’ or which may
reasonably be supposed to be confidential supplied by the Service Provider or the
Client (in this Agreement collectively referred to as ‘the Information’) with the same
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degree of care as it employs with regard to its own confidential information of a like
nature and in any event in accordance with best current commercial security
practices, provided that this clause shall not extend to any information which was
rightfully in the possession of either party prior to the commencement of the
negotiations leading to this Agreement or which is already public knowledge or
becomes so at a future date (otherwise than as a result of a breach of this clause).
12.2. Neither party shall without the prior written consent of the other party divulge any
part of the other party’s Information to any person except:
12.2.1. to their own employees, consultants or sub-contractors and then only to
those employees, consultants or sub-contractors who need to know the
Information for the purposes of this Agreement; and
12.2.2. to either party’s auditors, HM Revenue and Customs, a court of
competent jurisdiction, governmental body or applicable regulatory
authority and any other persons or bodies having a right duty or
obligation to know the business of the other party and then only in
pursuance of such right duty or obligation.
12.3. Both parties undertake to ensure that persons and bodies referred to in Clause 12.2
are made aware prior to the disclosure of any part of the Information that the same
is confidential and that they owe a duty of confidence to the other party.
12.4. Each party to this Agreement shall promptly notify the other party if it becomes
aware of any breach of confidence by any person to whom it divulges all or any part
of the Information and shall give the other party all reasonable assistance in
connection with any proceedings which the other party may institute against such
person for breach of confidence.
12.5. The obligations in this Clause 12 as to confidentiality shall remain in full force and
effect notwithstanding any termination of this Agreement.
12.6. Provided that it is not in breach of the confidentiality obligations set out in this
Clause 12, the Service Provider may refer to and publicise its involvement with the
Client, but only with the Client’s prior written approval in relation to each publication,
which shall not be unreasonably withheld or delayed.
13. FORCE MAJEURE13.1. In this Agreement, “force majeure” shall mean any cause preventing the Service
Provider from performing any or all of its obligations which arises from or is
attributable to circumstances beyond its reasonable control including without
limitation strikes, lock-outs or other industrial disputes (whether involving the
workforce of the party so prevented or of any other party), act of God, government
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actions, war, riot, hostilities (whether war be declared or not), armed conflict,
terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic
boom, civil commotion, invasion, revolution malicious damage, compliance with any
law or governmental order, rule, regulation or direction, accident, power failure,
breakdown of plant or machinery, fire, flood, storm, disease, epidemic, default of
suppliers or sub-contractors, difficluties or increased expense in obtaining raw
materials, labour, fuel, parts or machinery, or import or export regulations or
embargoes.
13.2. If the Service Provider is prevented or delayed in the performance of any of its
obligations under this Agreement by force majeure, it shall immediately serve notice
in writing on the Client specifying the nature and extent of the circumstances giving
rise to force majeure, and shall subject to service of such notice have no liability in
respect of the performance of such of its obligations as are prevented by the force
majeure events during the continuation of such events, and for such time after they
cease as is necessary for that party, using all reasonable endeavours, to
recommence its affected operations in order for it to perform its obligations.
13.3. If the Service Provider is prevented from performance of its obligations for a
continuous period in excess of [three][six] months [choose appropriate timing on a case by case basis] or, acting reasonably, the Client believes that the Service
Provider will be prevented from performing its obligations for a continuous period in
excess of [three] [six] months, the Client may terminate this Agreement immediately
on service of written notice upon the Service Provider, in which case neither party
shall have any liability to the other except that rights and liabilities which accrued
prior to such termination shall continue to subsist.
13.4. The party claiming to be prevented or delayed in the performance of any of its
obligations under this Agreement by reason of force majeure shall use reasonable
endeavours without being obliged by this Agreement to incur any expenditure to
bring the force majeure event to a close or to find a solution by which the Agreement
may be performed despite the continuance of the force majeure event.
14. SERVICE PROVIDER'S EXCLUSION OF LIABILITYThe Service Provider shall not be liable to the Client or be deemed to be in breach of its
warranties or obligations under any provision in this Agreement:
14.1. for any delay in performing or failure to perform the Service Provider's obligations to
the extent that such delay or failure was due to a failure by the Client to perform its
obligations under this Agreement or if delay results from a failure by the Client to
comply with reasonable requests by the Service Provider for instructions,
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information or action required by it to perform its obligations within a reasonable time
limit; or
14.2. for the consequences of any acts or omissions of the Client, its employees or agents
or any Third Party Provider or other third party suppliers or manufacturers engaged
by or on behalf of the Client including, without limitation, any supplier for the
Equipment where the Fuel is of inappropriate type or quality or contains foreign
objects; or
14.3. if the Client is in default of any of its payment obligations under this Agreement.
15. INDEMNITY, LIMITATION OF LIABILITY AND INSURANCE15.1. The Service Provider shall, during the term of this Agreement, maintain employer’s
liability, third party liability, product liability and professional negligence insurance
cover in respect of its liabilities arising out of or connected with this Agreement, such
cover to be to a minimum value of £[1,000,000] [amend figure as appropriate for circumstances of specific contract with regard to possible loss incurred and level of insurance. Many public sector clients will have required minimum levels.] and with an insurance company of repute. The Service Provider shall on
request supply copies of the relevant certificates of insurance to the Client as
evidence that such policies remain in force. The Service Provider undertakes to use
reasonable commercial efforts to pursue claims under such insurance policies.
15.2. The Service Provider shall indemnify the Client for personal injury or death caused
by the negligence of its employees in connection with the performance of their
duties under this Agreement or by the provision of the Services supplied pursuant to
this Agreement.
15.3. The Service Provider will indemnify the Client for direct damage to tangible property
caused by the negligence of its employees in connection with the performance of
their duties under this Agreement. The Service Provider’s total liability under this
clause shall be limited to [£500,000] [amend figure as appropriate for circumstances of specific contract. Consideration should be given to value of assets and possible loss to customer.] for any one event or series of connected
events.
15.4. Save in respect of claims for death or personal injury arising from the Service
Provider’s negligence, in no event will the Service Provider be liable for any claim to
the extent that the same is a claim for:
15.4.1. loss of revenue or profits save that the Service Provider may claim for
loss of profits following any breach of this Agreement by the Client;
15.4.2. loss of business opportunity;
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15.4.3. loss of goodwill or injury to reputation;
15.4.4. indirect financial loss or damage;
15.4.5. loss of expected savings;
15.4.6. increase in debt or failure to reduce debt; or
15.4.7. reduction in the value of an asset;
regardless of the form of action, whether in contract, strict liability or tort and
regardless of whether the first named party knew or had reason to know of the
possibility of the loss, injury or damage in question.
15.5. Except as provided above in the case of personal injury, death, and damage to
tangible property, the Service Provider’s maximum liability to the Client under this
Agreement or otherwise for any cause whatsoever (whether in the form of the
additional cost of remedial services or otherwise) will be for direct costs and
damages only and will be limited to the greater of:
15.5.1. the sum for which the Service Provider carries comprehensive insurance
cover pursuant to Clause 15.1; or
15.5.2. a sum equivalent to the price paid to the Service Provider under this
Agreement for the Services that are the subject of the Client’s claim,
plus damages limited to 25% of the same amount for any additional
costs directly, reasonably and necessarily incurred by the Client in
obtaining alternative services.
15.6. The parties acknowledge and agree that the limitations contained in this Clause 15
are reasonable in the light of all the circumstances.
15.7. The Client’s statutory rights as a consumer (if any) are not affected. All liability that
is not expressly assumed in this Agreement is excluded. These limitations will apply
regardless of the form of action, whether under statute, in contract or tort including
negligence or any other form of action. For the purposes of this clause, ‘Service
Provider’ includes its employees, sub-contractors and suppliers who shall all have
the benefit of the limits and exclusions of liability set out above in terms of the
Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement shall
exclude or limit liability for fraudulent misrepresentation.
16. TERMINATIONSubject to the Dispute Resolution Procedure, this Agreement may be terminated in the
following circumstances:
16.1. by either the Client or the Service Provider with immediate effect from service on the
other party of written notice if the other party is in breach of any material obligation
under this Agreement and, if the breach is capable of remedy, that party has failed
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to remedy such breach within 30 days of receipt of notice so to do (or within seven
days of receipt of such notice in respect of breach of payment obligations by the
Client). Any failure to perform the Services will only be a material breach for the
purposes of this Clause 16 if the failure directly results, or may reasonably be
expected to result, in the Equipment failing to operate for a continuous period in
excess of [48 hours] or more than [x] hours in any 30 day period [Insert appropriate figure as agreed commercially];
16.2. by either party with immediate effect from the date of service on the other of written
notice if the other party:
16.2.1. makes any voluntary arrangement with its creditors or becomes subject
to an administration order or documents are filed with a court of
competent jurisdiction for the appointment of an administrator of or
notice of intention to appoint an administrator is given by its directors or
by a qualifying floating charge holder (as defined in paragraph 14 of
Schedule B1 to the Insolvency Act 1986); or
16.2.2. goes into liquidation (otherwise than for the purposes of amalgamation
or reconstruction); or
16.2.3. has an encumbrancer take possession, or a receiver is appointed, of any
of its property or assets; or
16.2.4. becomes insolvent or ceases or threatens to cease, to carry on
business;
16.2.5. suffers any analogous proceedings under foreign law; or
16.3. by either party with immediate effect from the date of service on the other of written
notice if the other party ceases or threatens to cease to carry on business in the
United Kingdom.
17. CONSEQUENCES OF TERMINATION – GENERAL17.1. If this Agreement is terminated for any reason the Service Provider shall, subject to
payment of its reasonable fees, co-operate fully with the Client to ensure an orderly
transfer of the Services or replacement services to the Client or, at the Client's
request, a new service provider with the minimum disruption to the Client.
17.2. Immediately on termination of this Agreement, the Service Provider shall return to
the Client all materials, assets and other information provided to the Service
Provider by the Client, or if requested by the Client, the Service Provider shall
destroy the same (in the case of any software erasing it from the magnetic media on
which it is stored) and certify in writing to the Client that the same has been
destroyed.
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17.3. The Service Provider shall notify third party suppliers of the changes in the
management or operation of the relevant contract if reasonably required to do so by
the Client and at the Client's cost.
17.4. Any termination of this Agreement (howsoever occasioned) shall not affect any
accrued rights or liabilities of either party nor shall it affect the coming into force or
the continuance in force of any provision of this Agreement which is expressly or by
implication intended to come into or continue in force on or after termination.
18. CONSEQUENCE OF TERMINATION – EMPLOYEES18.1. The Service Provider undertakes that during any period after notice has been given
terminating this Agreement that the Service Provider will maintain the level of skills
and resources provided in relation to the Services at the levels existing prior to the
giving of such notice.
18.2. The Service Provider shall, during any period after which notice has been given to
terminate this Agreement but prior to the date of termination, and where the
employment of any of the Employees is to be transferred to the Client or a third
party pursuant to the Regulations, enable and assist the Client and such other
persons the Client may determine to communicate with and meet the Employees
and their trade union or employee representatives as the Client may reasonably
request.
18.3. If the contract of employment of any of the Employees is terminated by reason of
redundancy as the result of termination of this Agreement by the Client or the
Service Provider (unless it is terminated by the Client pursuant to Clause 17.1)
where the employment of such Employees is not transferred to the Client or a third
party in accordance with the Regulations upon such termination, the Client shall be
liable to pay to the Service Provider an amount of compensation calculated at the
contractual rate of redundancy entitlement prevailing at the effective date of
termination of this Agreement (provided that it is no more favourable than that in
place on the Effective Date), in respect of that period during which such redundant
Employees had been employed (i) by the Client prior to the Effective Date; and (ii)
wholly or mainly in the performance of the Services to the Client under this
Agreement, the Service Provider shall indemnify the Client and keep the Client fully
indemnified against any other costs or expenses in any way related to the
termination by way of redundancy of the contracts of employment of any individual
employed at any time by the Service Provider, or any other employment costs which
arise as a result of the termination of this Agreement.
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18.4. The Service Provider will indemnify the Client and keep the Client fully indemnified
to the extent that the Client suffers any increased liabilities after termination of this
Agreement in relation to the transfer of any employees of the Service Provider to the
Client or to a third party contractor pursuant to such termination, compared to the
liabilities the Client would have suffered had the Service Provider not made any
change to the number and identity of its employees engaged in connection with the
performance of the Services during any period during which notice has been given
terminating this Agreement.
18.5. The Service Provider warrants and undertakes that, if termination of this Agreement
shall result in the contracts of employment of any of the Employees being
transferred to the Client or a third party in accordance with the Regulations it shall,
without limiting the provisions of Clause 18.9, disclose to the Client or the third party
all formal claims made against the Service Provider by any of the Employees, and
all circumstances known to the senior management of the Service Provider as at the
effective date of termination which, in the reasonable opinion of any such senior
managers, might give rise to such a claim.
18.6. To the extent not handed over to the Client or (if applicable) any third party at the
date of termination of this Agreement or before and where the employment of any of
the Employees is to be transferred to the Client or a third party pursuant to the
Regulations, the Service Provider shall provide to the Authorised Representatives of
the Client or the third party in relation to the Employees such information or
documentation as the Client or the third party may reasonably require relating to
their employment prior to the effective date of termination, to the fullest extent
permitted by law. The Service Provider warrants and undertakes to the Client that
any information provided by it to the Client pursuant to this Clause 18.6 shall be
complete, accurate and up to date.
18.7. Save to the extent that the same are caused by any act or omission of the Client or
(if applicable) any third party, the Service Provider shall indemnify the Client and
keep the Client fully indemnified (for itself and as trustee for the third party) from and
against all losses suffered or incurred by the Client or the third party arising out of
any claim by any of the Employees insofar as, and to the extent that, the said claim
arises out of or relates to:
18.7.1. any act or omission of the Service Provider prior to the effective date of
termination of this Agreement; or
18.7.2. any event or occurrence prior to such date of termination except to the
extent that such event or occurrence is caused by any act or omission of
the Client or the third party.
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18.8. The Service Provider undertakes that it shall, to the extent it is required to do so by
the Regulations, notify and consult with the Employees and their trade union or
employee representatives with regard to the transfer of their contracts of
employment from the Service Provider to the Client or a third party pursuant to
termination of this Agreement and the Service Provider undertakes to indemnify and
keep the Client indemnified from and against all Losses incurred by the Client
arising out of any claim by or in respect of any Employee and/or any other employee
of the Service Provider that the Service Provider has not properly so consulted
except to the extent that such claim arises from a failure on the part of the Client to
meet its obligations set out in Clause 18.9
18.9. The Client undertakes that it shall make accurate, complete and fair disclosure to
the Service Provider of all measures which it (or a third party) proposes to take
following such date in relation to the Employees, whether individually or collectively,
to the extent such measures represent or will give rise to any change in the terms
and conditions of the Employees, in the duties or responsibilities of the Employees
or the manner in which the Employees are employed.
18.10. The Service Provider shall, subject to the Client paying all amounts due for the
material in question, indemnify the Client and keep the Client indemnified (for itself
and as trustee for any relevant third party) against all Losses suffered or incurred by
the Client or the third party arising out of any claim by any person, other than an
Employee, that his employment has been or should have been transferred to the
Client or the Third Party, pursuant to the termination of this Agreement, by virtue of
the Regulations.
18.11. The Client shall indemnify the Service Provider and keep the Service Provider fully
indemnified from and against all losses suffered or incurred by the Service Provider
to the extent that the same arise as a result of any claim by an Employee in relation
to the employment of the Employee by the Client or (if applicable) any third party on
or after the date of termination.
18.12. Save as provided in this Agreement the Client shall have no liability in respect of, or
responsibility for, any losses, costs or expenses incurred by the Service Provider
following, or as a result of, the termination of this Agreement.
19. DATA PROTECTION AND FREEDOM OF INFORMATION19.1. The Service Provider undertakes to the Client that it will comply with obligations
equivalent to the obligations of a 'data controller' under the provisions of the seventh
data protection principle as set out in Schedule 1 of the Data Protection Act 1998.
19.2. In addition, the Service Provider:
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19.2.1. warrants that it has appropriate technical and organisational measures in
place against unauthorised or unlawful processing of personal data and
against accidental loss or destruction of, or damage to, personal data
held or processed by it and that it has taken reasonable steps to ensure
the reliability of any of its staff who have access to personal data
processed in connected with this Agreement;
19.2.2. undertakes that it will act only on the instructions of the Client in relation
to the processing of any personal data in connection with this
Agreement; and
19.2.3. undertakes to allow the Client access to any relevant premises on
reasonable notice to inspect its procedures described above.
19.3. The obligations set out in this clause shall remain in force notwithstanding
termination of this Agreement.
20. NOTICES20.1. Any notice required or permitted to be given by either party to the other under this
Agreement shall be in writing addressed to that other party at its registered office or
principal place of business or such other address as may at the relevant time have
been notified pursuant to this provision to the party giving the notice and may be
delivered personally or by fax, first class recorded delivery post or first class air mail
letter. A notice shall be deemed to have been served (if personally delivered) at the
time of delivery or (if sent by first class recorded delivery post) forty-eight hours after
posting or (if sent by first class air mail letter) ninety-six hours after posting or (if sent
by fax) at the time of transmission.
21. DISPUTE RESOLUTION21.1. Each party recognises that the other party's business relies upon the protection of
its Intellectual Property and that in the event of a breach or threatened breach of its
Intellectual Property, the other party will be caused irreparable damage and such
other party may therefore be entitled to injunctive or other equitable relief in order to
prevent a breach or threatened breach of its Intellectual Property.
21.2. With respect to all other disputes which are not Intellectual Property related pursuant
to Clause 21.1 and its special rules the following procedures in this Clause 21 shall
apply. Where there is a dispute the aggrieved party shall notify the other party in
writing of the nature of the dispute with as much detail as possible about the
deficient performance of the other party. A representative from senior management
of each of the parties (‘representatives’) shall meet in person or communicate by
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telephone within five business days of the date of the written notification in order to
reach an agreement about the nature of the deficiency and the corrective action to
be taken by the respective parties. The representatives shall produce a report about
the nature of the dispute in detail to their respective boards and if no agreement is
reached on corrective action, then the chief executives of each party shall meet in
person or communicate by telephone, to facilitate an agreement within five business
days of a written notice by one to the other. If the dispute cannot be resolved at
board level within a further five business days, or if the agreed upon completion
dates in any written plan of corrective action are exceeded, either party may seek its
legal remedies as provided below.
21.3. If the parties cannot resolve a dispute in accordance with the procedure in Clause
21.2, then they shall with the assistance of the Centre for Effective Dispute
Resolution (‘CEDR’), seek to resolve the dispute or difference amicably by using an
Alternative Dispute Resolution (‘ADR’) procedure acceptable to both parties before
pursuing any other remedies available to them. If either party fails or refuses to
agree to or participate in the ADR procedure or if in any event the dispute or
difference is not resolved to the satisfaction of both parties within 90 days after it has
arisen, the matter shall be settled in accordance with the procedure below.
21.4. If the parties cannot resolve the dispute by the procedure set out above, the parties
shall irrevocably submit to the exclusive jurisdiction of the courts of England and
Wales for the purposes of hearing and determining any dispute arising out of this
Agreement.
21.5. While the dispute resolution procedure above is in progress and any party has an
obligation to make a payment to another party or to allow a credit in respect of such
payment, the sum relating to the matter in dispute shall be paid into an interest
bearing deposit account to be held in the names of the relevant parties at a clearing
bank and such payment shall be a good discharge of the parties' payment
obligations under this Agreement. Following resolution of the dispute, whether by
mediation or legal proceedings, the sum held in such account shall be payable as
determined in accordance with the mediation or legal proceedings, and the interest
accrued shall be allocated between the parties pro rata according to the split of the
principal sum as between the parties.
22. NON POACHING OF STAFF The Client covenants with the Service Provider that it shall not either during the term of this
Agreement or within a period of six months thereafter directly or indirectly entice away or
endeavour to entice away from the Service Provider any person who has during the previous
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12 months been employed by the Service Provider to provide Services in connection with
this Agreement.
23. GENERAL PROVISIONSSub-Contracting23.1. The Service Provider shall not subcontract or otherwise delegate any or all of its
obligations under this Agreement without the prior written consent of the Client, not
to be unreasonably withheld or delayed, provided that:
23.1.1. the Service Provider shall procure that its sub-contractor complies with
the provisions of this Agreement in carrying out those obligations sub-
contracted or delegated to it; and
23.1.2. no such sub-contracting or delegation shall relieve the Service Provider
from its responsibility for the performance of its obligations under this
Agreement and the Service Provider shall be responsible to this Client
for the acts and omissions of its sub-contractor as if they were the acts
and omissions of the Service Provider.
Third Party Rights23.2. Save as otherwise expressly provided in this Agreement, no term of this Agreement
is intended to confer a benefit on, or be enforceable by, any person who is not a
party to this Agreement (whether under the Contracts (Rights of Third Parties) Act
1999 or otherwise).
Entire Agreement23.3. This Agreement constitutes the whole and only agreement and understanding
between the parties relating to its subject matter and supersedes and extinguishes
any drafts, agreements, undertakings, representations, warranties and
arrangements of any nature whatsoever, whether or not in writing, between the
parties, in connection with the subject matter of this Agreement whether existing
prior to or at the same time as this Agreement3.
23.4. The rights under this Agreement of either party are independent, cumulative and
without prejudice to all other rights available to it whether as a matter of common
law, statute, custom or otherwise.
23.5. Nothing in this Agreement shall be read or construed as excluding any liability or
remedy as a result of fraud
3 Make sure that any other relevant agreements between the parties are referred to in this clause23
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Waiver23.6. No waiver by any party of any breach or non-fulfilment by any other party of any
provisions of this Agreement shall be deemed to be a waiver of any subsequent or
other breach of that or any other provision and no failure to exercise or delay in
exercising any right or remedy under this Agreement shall constitute a waiver of that
right or remedy. No single or partial exercise of any such right, power or remedy
shall preclude or impair any other or further exercise of it or the exercise of any
other right, power or remedy provided by law or under this Agreement.
23.7. Any waiver of any right, power or remedy under this Agreement must be in writing
and may be given subject to any conditions thought fit by the grantor. Unless
otherwise expressly stated, any waiver shall be effective only in the instance and
only for the purpose for which it is given.
Costs and Expenses23.8. Each party shall pay its own costs and expenses in relation to the negotiation,
preparation, execution and carrying into effect of this Agreement.
Counterparts23.9. This Agreement may be executed in any number of counterparts and by the parties
on different counterparts, but shall not be effective until each party has executed at
least one counterpart.
23.10. Each counterpart shall constitute an original of this Agreement but all the
counterparts shall together constitute one and the same agreement.
Invalidity23.11. Each of the provisions of this Agreement is severable. If any provision is or
becomes illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, the legality, validity or enforceability in that jurisdiction of the remaining
provisions of this Agreement shall not in any way be affected or impaired by it
subject to the operation of this clause not negating the commercial intent of the
parties under this Agreement.
No Partnership23.12. Nothing in this Agreement shall constitute or be deemed to constitute a partnership
between the parties and neither of them shall have any authority to bind the other in
any way.
Publicity23.13. Each party shall obtain written approval from the other prior to making any press
release or public statement or announcement regarding this Agreement or any
ancillary matter unless the release, statement or announcement is required by law
or the rules of any recognised stock exchange. Any such required announcement
shall in any event be issued only after prior consultation with the other party as to its 24
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contents. Provided, in the case of a request by the Service Provider, its
performance of its obligations under this Agreement is reasonably satisfactory to the
Client, neither party shall unreasonably refuse any reasonable request by the other
party to publicise the arrangements set out in this Agreement.
Interest on Late Payment23.14. If either party fails to pay any amount payable by it under this Agreement, the other
party shall be entitled but not obliged to charge interest on the overdue amount,
payable by the party in default immediately on demand, from the due date to the
date of actual payment, after as well as before judgment, at the rate of 2% per
annum above the base rate for the time being of Barclays Bank Plc. Such interest
shall accrue on a daily basis and be compounded quarterly. Each party waives the
right to claim interest under the Late Payment of Commercial Debts (Interest) Act
1998.
VAT23.15. Except as otherwise provided in this Agreement, all amounts stated in it are
exclusive of VAT, and any amount payable by the Client to the Service Provider
under this Agreement shall be increased by a sum equal to any VAT which the
Service Provider is required to charge on the supply of Services to which the
payment in question relates.
Governing law and jurisdiction23.16. This Agreement shall be governed by and construed in accordance with English law.
23.17. The parties to this Agreement irrevocably agree that the courts of England shall
have exclusive jurisdiction over any claim or matter or to settle any dispute which
may arise out of or in connection with this Agreement and that accordingly any
proceedings may be brought in such courts.
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SCHEDULE ONE
Authorised Representatives[List authorised representatives of each party for purpose of clauses 7.1 and 18.6]
Client
Service Provider
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SCHEDULE TWOPremises
[Describe location of Client’s premises]
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SCHEDULE THREEService Manager
[Insert identity of Service Manager for each party for purpose of Clause 8.1]
Client
Service Provider
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SCHEDULE FOUR
Operating Plan
[To be used to set out services to be provided by the Service Provider based on the manufacturer’s operating manual (where available) or where additional tasks are agreed between the parties over and above what is in the manufacturer’s manual.]
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SCHEDULE FIVEImplementation Plan
[Set out here timetable for initial delivery of Services. This is particularly relevant if additional services are to be added over time, for instance once further boilers installed or
after the end of a warranty period]
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SIGNED by [ ] LIMITEDfor and on behalf of [ ] Limited
Director
SIGNED by for and on behalf of [CLIENT]
Director
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