1. General Terms & Conditions

  1. Definitions
    1. In these terms and conditions unless the context shall otherwise require the following words and expressions shall have the following meanings
      1. “Agreement” means the agreement for supply of Equipment and/or Services between Cinos and the Customer consisting of these terms and conditions, the SOW (if any), the Quotation, Customer’s order, Cinos’ order acknowledgment and any other document that Cinos and the Customer agree in writing forms part of the agreement.
      2. “Assumption” means any assumption (by whatever name called) which Cinos has made in calculating the Charges and which is stated in the Quotation or the SOW.
      3. “Carrier” means, where the Services comprise or include Telecommunications Services, the provider of those Telecommunications Services as identified in the Quotation.
      4. “Carrier Terms and Conditions” means the standard terms and conditions of the Carrier
      5. “Commencement Date” means of the date which Cinos notifies the Customer as being the date on which the Support Services are to commence.
      6. “Cover Hours” means the hours described as such in the Quotation.
      7. “Customer” means the person, firm or company who purchases Equipment or Services from Cinos.
      8. “Customer Dependency” means any obligation of the Customer stated in a SOW where the timely fulfilment of such obligation is necessary for Cinos to perform the Services either within any time periods stated in the SOW or at all.
      9. “Deliverables” means all materials created by Cinos specifically for the Customer, including, without limitation, data, diagrams, reports and specifications.
      10. “End of Life” means that the manufacturer is no longer providing repair services or replacement parts for the Maintained Equipment, or that the cost of repairing the Maintained Equipment exceeds the cost of replacement with a newer model.
      11. “Equipment” means any equipment (including any part or parts of it) that Cinos is to supply to the Customer in accordance with the Agreement.
      12. “Incident” means the record of a reported fault in Maintained Equipment on Cinos’ Incident Management System.
      13. “Incident Management System” means the system used by Cinos to record Incidents in respect of Maintained Equipment to which Cinos is required to respond under this Agreement.
      14. “Initial Term” means, in respect of Support Services, the period stated as such in the Quotation, commencing on the Commencement Date. Unless otherwise stated in the Quotation the Initial Term is one year.
      15. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other Intellectual Property Rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
      16. “Cinos” means Cinos Communications Services Limited; registered in England and Wales No: 9665758, Registered Office: Unit 13 Camberley Business Centre, Bracebridge, Camberley, Surrey, GU15 3DP.
      17. “Cinos Items” means items, including but not limited to diagnostic software, hardware and software tools, and associated documentation provided by Cinos to Customer to assist in the delivery of the Support Services. Replacement parts and software patches or upgrades provided by Cinos are not Cinos Items.
        “Cinos Service Desk means the operations centre for Cinos. “Maintained Equipment” means the equipment listed as such in the Quotation. “Maintained Software” means the software listed as such in the quotation.
      18. “Maintenance Release” means a release of a version of the Software which includes fixes, patches, changes to existing functionality and other corrections of errors in the Software made by the manufacturer from time to time, primarily to overcome minor defects in the Software. It may include minor enhancements.
      19. “Manufacturer Support” means any support services provided in respect of Equipment by the manufacturer of the Equipment as a mandatory feature.
      20. “Pre-existing Materials” means materials which existed before the commencement of the Services
      21. “Sites” means the premises of the Customer, or of a third party, to which the Equipment is to be delivered and/or at which Services are to be performed.
      22. “Charges” means the price of the Equipment and/or Services as stated in the Quotation.
      23. “Quotation” means a written document issued by Cinos which sets out the Charges and any terms, in addition to these terms, upon which Cinos may sell the Equipment and/or Services to the Customer.
      24. “Response Time” means the time taken from the diagnosis by Cinos of a fault in Maintained Equipment for Cinos to respond either remotely or by on site attendance, as stated in the Quotation.
      25. “Services” means any services that Cinos is to provide to the Customer in accordance with the Agreement.
      26. “Service Year” means a period of twelve months starting on the Commencement Date and each anniversary thereof.
      27. “Software” means any operating system or other software (whether proprietary to Cinos or not) installed on the Equipment or otherwise supplied by Cinos.
      28. “SOW” means a Statement of Works document issued by Cinos.
      29. “Support Services” means the services described in section 4 of these Terms and Conditions.
      30. “Telecommunications Services” means the provision of telecommunications circuits as described in the Quotation
      31. “Third Party Software” means Software that is not proprietary to Cinos and which is installed on the Equipment or otherwise supplied by Cinos.
        “Working Day” means a day other than a Saturday, Sunday or public holiday in England and Wales. “Working Hours” means 09:00 to 17:30 hours on a Working Day.
    2. The headings are for ease of reference only and shall not affect interpretation.
    3. Reference to the singular includes the plural and vice versa, and reference to a gender includes the other gender.
    4. References to a statutory provision include a reference to that statutory provision as from time to time amended, extended or re-enacted and any regulations made under it provided that in the event that the amendment, extension or re-enactment of any statutory provision or introduction of any new statutory provision has a material impact on the obligations of either party, the parties will negotiate in good faith to agree such amendments to these terms and conditions as may be appropriate in the circumstances.
    5. Where the word “including” is used it shall be construed as meaning including without limitation.
  2. Quotations
    1. All Quotations are valid for seven (7) days from date of the Quotation, unless otherwise stated in writing on the Quotation. All Quotations are subject to these terms and conditions.
    2. In addition to the Quotation Cinos may, but is not obliged to, issue a SOW containing details of the Services and any applicable exclusions, activities, outputs and assumptions.
    3. Unless the Quotation specifies that the Charges are fixed Cinos may at any time before it has accepted the Customer’s order withdraw the Quotation and re-quote to reflect any increase in the cost to Cinos which is due to any foreign exchange fluctuation or alteration of duties.
  3. Conditions
    1. These terms and conditions shall apply to the exclusion of any standard terms or conditions of the Customer, whether appearing in an order or in any other document issued by the Customer and notwithstanding any statement to the contrary appearing in such standard terms or conditions. Pre- printed, standard, or posted terms and conditions in any media (including terms where acquiescence requires only a mouse click) shall not be incorporated into nor construed to amend the terms of this Agreement.
    2. In the case of any conflict or inconsistency between the documents forming this Agreement the documents shall take priority in the following order:
      1. any document not listed in clauses 2.a.b to 2.a.f which the parties agree in writing form part of this Agreement;
      2. these terms and conditions;
      3. the order acknowledgement;
      4. the SOW;
      5. the order;
      6. the Quotation.
  4. Basis of Sale
    1. Each order or acceptance of a Quotation by the Customer shall be deemed to be an offer by the Customer subject to these terms and conditions. A binding contract shall not come into existence between Cinos and the Customer unless and until Cinos issues a written order acknowledgement to the Customer, the parties sign a SOW or Cinos delivers the Equipment or supplies the Services to the Customer (whichever occurs earlier).
    2. No order which has been acknowledged by Cinos may be cancelled by the Customer, except with the agreement in writing of Cinos and provided that the Customer indemnifies Cinos in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Cinos as a result of cancellation.
  5. Charges
    1. Cinos shall charge and the Customer shall pay the Charges in sterling, or such other currency as agreed, without deduction, set off or counterclaim. The Customer shall also reimburse Cinos for all reasonable and proper expenses incurred by Cinos in connection with the supply of Equipment or provision of Services including but not limited to travel and accommodation expenses. Where an expenses policy is included or referred to in the SOW expenses will be charged by Cinos as set out in that policy. The Customer shall pay 25% of the Charges with the order and the balance of the Charges and any additional Charges or expenses for which the Customer is liable under this Agreement shall become due thirty (30) days after the date of Cinos’ invoice for the same. The Customer’s obligation to pay the Charges is not dependent on the Deliverables meeting any acceptance criteria stated in the SOW. Time of payment is of the essence of this Agreement.
    2. Where the order includes both Equipment and Services the Agreement shall be deemed to be a separate agreement for the supply of Equipment and the Supply of Services. Any default or delay by Cinos in the supply of Equipment shall not relieve the Customer of its obligation to take and pay for Services and any default or delay by Cinos in the supply of Services shall not relieve the Customer of its obligation to take and pay for Equipment.
    3. If the Customer fails to pay the Charges in full by the due date Cinos may, without prejudice to any other right or remedy available to Cinos:
      1. Terminate the Agreement or suspend any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer;
      2. Appropriate any payment made by the Customer to such of the Equipment or Services (or the Equipment or Services supplied under any other contract between the Customer and Cinos) as it thinks fit (despite any purported appropriation by the Customer);
      3. Suspend all Services until payment has been made in full;
      4. Make a storage charge for any undelivered Equipment at its current rates from time to time.
    4. If the Customer fails to pay the Charges in full by the due date Customer shall indemnify Cinos against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by Cinos in recovering sums due in each case without prejudice to any other rights or remedies available to Cinos.
    5. All sums payable to Cinos under the Agreement shall, notwithstanding any other provision of the Agreement, become due immediately:
      1. on its termination by a notice in writing served by Cinos under clause g.1 or g.2; or
      2. If Cinos commences legal proceedings to recover any sums due from Customer under this Agreement
    6. Cinos’ fees and charges are exclusive of Value Added Tax (VAT), if applicable, which shall be payable by Customer on receipt of a valid VAT invoice.
    7. Cinos’ fees and charges are exclusive of any and all taxes (other than taxes on Cinos’ net income), duties, charges, levies and assessments imposed on the purchase, carriage or import of the products all of which shall be payable by the Customer.
  6. Liability
    1. Neither party excludes or limits liability to the other party for:
      1. Death or personal injury due to its negligence; or
      2. Fraudulent misrepresentation; or
      3. Breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or
      4. Any other liability which may not be excluded by law.
    2. Cinos’ liability for a breach of warranty will be limited to:
      1. in the case of Equipment supplied, to any one of the following (as Cinos may determine);
        1. The replacement of the Equipment or the supply of equivalent Equipment;
        2. The repair of the Equipment,
        3. The payment of the reasonable costs of replacing the Equipment or of acquiring equivalent Equipment; or
        4. The payment of the reasonable cost of having the Equipment repaired; and
      2. In the case of Services supplied the supplying of the Services again
    3. Subject to clause f.1, the total liability of Cinos in respect of loss or damage to any property arising out of or under this Agreement shall not exceed £1,000,000 (one million pounds) in aggregate;
    4. Subject to clauses f.1 and f.3, the total liability of Cinos in respect of any or all events giving rise to any loss or damage arising out of or related to Support Services in any Service Year shall not exceed a sum equal to the amount of the Charges payable by the Customer in respect of the Support Services in the Service Year in respect of which the loss or damage arose or £1,000,000 (one million pounds) whichever is the lesser.
    5. Subject to clauses f.1 and f.3, the total liability of Cinos in respect of any or all events giving rise to any loss or damage arising out of or related to the supply of Equipment or the provision of Services (other than Support Services) shall not exceed a sum equal to the amount of the Charges payable by the Customer for the Equipment or Services in respect of which the loss or damage arose or £1,000,000 (one million pounds) whichever is the lesser.
    6. Subject to clauses f.1 and f.3, the total liability of Cinos in respect of any or all events giving rise to any loss or damage which is not limited by clause f.4 or clause f.5 shall not exceed a sum equal to the amount of the Charges payable by the Customer under this Agreement or £1,000,000 (one million pounds) whichever is the lesser.
    7. Subject to clause f.1, Cinos will not be liable for any loss of profits, revenues, business, goodwill, anticipated savings, data or any special, indirect, consequential or economic loss, howsoever arising (in negligence or otherwise), in relation to or otherwise in connection with the Equipment or Services, this Agreement or any act or omission by Cinos.
    8. If for any reason the exclusion of liability in clause f.7 above is void or unenforceable, Cinos’ total liability for all loss or damage under this Agreement shall be as provided in clause f.6.
    9. No action (including mediation or litigation) may be brought under this Agreement more than two years after the circumstances giving rise to the action have come, or with reasonable diligence should have come, to the notice of the party bringing the action.
  7. Termination
    1. Either party may terminate this Agreement forthwith by notice in writing to the other party where the other party has committed a material breach and where such breach is capable of remedy and the other party has failed to remedy such breach within thirty (30) days of receiving notice specifying the breach and requiring its remedy.
    2. Either party may terminate this Agreement forthwith by notice in writing to the other party when the other party is unable to pay its debts as they fall due within the meaning of the Insolvency Act 1986 (as amended by the Insolvency Act 2000) or if any action, application or proceeding is made with regard to it for:
      1. A voluntary arrangement or composition or reconstruction of its debts;
      2. The appointment of an administrator to manage its affairs, business and property or documents are filed with a court of competent jurisdiction for the appointment of an administrator, or notice of intention to appoint an administrator is given by it or by its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
      3. Its winding-up or dissolution (other than for the purpose of a bona fide reconstruction or amalgamation);
      4. The appointment of a liquidator, trustee, receiver, administrative receiver or similar officer;
      5. Any similar action, application or proceeding in any jurisdiction to which it is subject; and/or
      6. Distress or execution to be levied upon the Customer’s property or assets
    3. Without prejudice to any rights or remedies arising as a result of such termination Cinos shall be entitled to be paid in accordance with the Agreement for:
      1. All payments due to Cinos prior to the date of termination provided that Cinos has delivered the Equipment or performed the Services; and
      2. The value of all Equipment ordered by Cinos before the date of termination and for which Cinos has paid or of which it is legally bound to accept delivery, provided that Cinos shall deliver such Equipment to Customer on the terms of this Agreement; and
      3. All charges that Cinos has incurred in respect of Services not yet provided to Customer and a reasonable administration charge in respect of the termination of those Services but subject thereto Cinos shall refund the Customer any charges paid in advance for Services that Cinos does not provide.
    4. On the termination of this Agreement each party shall return to the other party any equipment, documents or other materials belonging to the other party which it has no legal right to retain.
    5. Except for Clauses f, g, h, i, j, k, o, p.6, t.2, v, w.2 and y which shall remain in full force and effect, termination of this Agreement shall relieve both parties from further performance of their respective obligations hereunder but shall not affect the accrued rights of either party in respect of this Agreement or any breach.
    6. For the purposes of Clause g.1 a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question substantially in all respects other than as to time of performance.
  8. Intellectual Property Rights
    1. All Intellectual Property Rights and all other rights in the Deliverables shall be owned by Cinos. Cinos hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services as is envisaged by the parties. If Cinos terminates the Agreement under clause 8, this licence will automatically terminate.
    2. The Customer acknowledges that the Customer’s use of rights in Pre-existing Materials is conditional on Cinos obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle Cinos to license such rights to the Customer.
    3. Customer agrees not to directly or indirectly infringe the Intellectual Property Rights of Cinos or its suppliers and to ensure that such rights are not infringed by its employees or contractors.
  9. Intellectual Property Rights Indemnity
    1. Each party agrees to indemnify the other party from and against any claim, suit, action or proceeding (collectively called “Action”) brought against the other party to the extent that such Action is based on a claim that any products or services provided by the indemnifying party under this Agreement (other than Third Party Software) infringes any Intellectual Property Rights provided that:
      1. The party seeking to rely on the indemnity fully co-operates with the indemnifying party in defending or settling the Action, does not at any time admit liability and makes its employees available to give such statements, advice and evidence as the indemnifying party may reasonably request;
      2. The indemnifying party is notified promptly in writing of any Action by the party claiming the indemnity and is given complete authority and information required for the conduct of the defence or settlement of the Action; and
      3. The indemnifying party shall have the sole control of the conduct of any Action and all negotiations for its settlement, compromise or resolution.
    2. Neither party shall have any liability to indemnify the other against any Action insofar as any such Action is in respect of:
      1. Any use in combination with the products or services provided by that party of any item not supplied by that party (except where such combination, connection, operation or use is recommended, specified or approved by that party) where such combined use directly gives rise to the Action; or
      2. Any modification carried out by or on behalf of the other party to any product or service supplied by that party if such modification has not been authorised by that party in writing; or
      3. The other party’s unreasonable refusal to use or supply modified products or services provided pursuant to Clause i.3; or
      4. Any infringement or alleged infringement of any intellectual property right arising only by reason of that party’s compliance with the express written instructions of the other party.
    3. If at any time any allegation is made that any products or services supplied by either party to the other under this Agreement infringe any patent, copyright, trade secret or other proprietary right, or if in the reasonable opinion of the party that supplied such products or services such an allegation is likely to be made, that party may at its own expense:
      1. Procure the right for the other party to continue to use the said products or services; or
      2. Make such alterations modifications or adjustments to the said products or services that they become non-infringing without materially reducing performance or function; or
      3. Replace the said products or services with non-infringing substitutes which are substantially their equal in performance and function; or
      4. If none of the above is practicable refund the price of the said products or services
  10. Publicity
    1. Customer agrees that Cinos may use the name of the Customer and details of Deliverables, Equipment and Services supplied by Cinos to the Customer for marketing purposes including: using the Customer’s name on lists of Cinos’ customers; announcing new Orders placed by or contracts awarded by the Customer and the preparation and publication of case studies both on Cinos’ web site and in printed format.
    2. Save in respect of trademarks owned by the Customer or any third parties, Intellectual Property Rights in any documents, pictures, charts or other visual or audible material (whether in physical or electronic form) created by Cinos for marketing purposes will vest in Cinos.
    3. Customer may withdraw its consent to the use of its name by Cinos for marketing purposes by sending written notice to Cinos marked for the attention of “Marketing”. Such withdrawal of consent will not apply to material published by Cinos before the notice of withdrawal of consent is received.
  11. Solicitation
    1. This clause applies if clause 6 (Contract Workers) does not apply. The Customer shall not, without the prior written consent of Cinos, at any time from commencement of the Agreement to the expiry of twelve months after the completion of the Services, solicit or entice away from Cinos or employ or attempt to employ any person who is, or has been, engaged as an employee or sub- contractor of Cinos and engaged in the provision of the Services.
  12. Notices
    1. Any notice given in connection with this Agreement must be in writing and must be left at or sent by facsimile or pre-paid registered or recorded delivery post addressed to a party at the party’s registered office or principal place of business for the time being or at such other address as may be notified for the purpose of the service of notices. A notice is deemed to have been given on the date on which it is left, in the case of a notice being sent by facsimile is deemed to have been given at the time of dispatch and in the case of a notice being sent by post, it is deemed to have been given two days after the date of posting provided that in each case a notice received outside of normal business hours or on a day which is not a business day shall be deemed to have been received at the start of normal business hours on the next business day.
  13. Force Majure
    1. Neither party will be liable for any act, omission, or failure to fulfil its obligations under this Agreement if such act, omission or failure arises from any cause reasonably beyond its control including acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action after the date of this Agreement, acts or omissions of the other party, fire, communication line failures, power failures, earthquakes or other disasters (called “Force Majeure”).
    2. The party unable to fulfil its obligations due to Force Majeure will immediately:
      1. Notify the other in writing of the reasons for its failure to fulfil its obligations and the effect of such failure; and
      2. Use all reasonable endeavours to avoid or remove the cause and perform its obligations.
    3. Where a Force Majeure event continues for more than 4 consecutive weeks, either party may immediately terminate this Agreement on written notice to the other.
  14. Cost of Compliance with Law
    1. If the direct cost to Cinos of the performance of this Agreement shall be increased or reduced by reason of the making after the commencement of this Agreement of any relevant law or any relevant order, regulation or bye-law having the force of law that shall be applicable to the Agreement (other than any tax upon profits or revenue), the amount of such increase or reduction shall be notified to Customer and shall take effect upon proof by Cinos of the amount of any such increase or reduction, which increase or reduction shall be added to or deducted from the Charges stated in Clause e.
  15. Know-how
    1. Nothing herein shall be so construed as to prevent Cinos from using data processing techniques, ideas, know-how and the like gained during the performance of the Services in the furtherance of its normal business, to the extent that this does not result in a disclosure of confidential information or infringement of any valid Intellectual Property Rights of Customer.
  16. General
    1. This Agreement is complete and constitutes the entire agreement between the parties with respect to the subject matter hereof and any and all written or oral agreements, arrangements, representations (other than fraudulent misrepresentations) or understandings of any kind that may have been made prior to the date of this Agreement shall be deemed to have been superseded by the terms of this Agreement. No statement or representation made by either party has been relied upon by the other party in agreeing to enter into this Agreement.
    2. All implied terms, conditions or warranties are excluded to the fullest extent permitted by law.
    3. This Agreement shall not be amended or modified except by a written instrument signed by the parties
    4. The Customer cannot assign any or all of its rights under the Agreement without the prior written consent of Cinos, which may be withheld at Cinos’ absolute discretion. Cinos may at any time assign all or any of its rights or obligations under this Agreement to another company in the Cinos Group.
    5. Any failure or delay by either party to enforce or take action on any of its rights under this Agreement shall not be construed as a waiver of the same.
    6. Severability
      1. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable provisions eliminated. In the event that a provision of this Agreement that is fundamental to the accomplishment of the purpose of the Agreement is held invalid, Cinos and the Customer shall immediately commence good faith negotiations to remedy such invalidity.
      2. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement and the Agreement shall continue in full force and effect except for any such invalid and unenforceable provision.
    7. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce any term of this Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. The consent of any third party is not required for any variation (including any release or compromise of any liability hereunder) or termination of this Agreement.
    8. Cinos and the Customer acknowledge and agree that this Agreement shall not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organisation of any kind and neither Cinos nor the Customer shall have the right to bind the other without the other’s express prior written consent.
    9.  Cinos may retain or set off any amount owed to it or to any other company in the Cinos Group by Customer against any amount due to Customer under this or any other Agreement
  17. Law
    1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The United Nations Convention on the International Sale of Goods is here by expressly excluded from application to this Agreement.
    2. Customer and Cinos hereby irrevocably submit to the jurisdiction of the Courts of England and Wales. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of Cinos to take proceedings against Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

2. Sales of Equipment

  1. Quantity and Description
    1. The quantity and description of the Equipment shall be as set out in Cinos’ acknowledgement of order or (if there is no acknowledgment of order) Quotation.
    2. All samples, drawings, descriptive matter, specifications and advertising issued by Cinos or the manufacturer, and any descriptions or illustrations contained in any catalogues, brochures or web sites are issued or published for illustrative purposes only and they do not form part of the Agreement.
    3. Any typographical, clerical or other error or omission in any sales literature, web site, Quotation, price list, acceptance of offer, invoice or other document or information issued by Cinos shall be subject to correction without any liability on the part of Cinos.
    4. Cinos’ employees, contractors and agents are not authorised to make any contractually binding representations concerning the Equipment. In entering into the Agreement, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which have not been confirmed in writing by an authorised officer of Cinos. However, nothing in these conditions limits Cinos’ liability for fraudulent misrepresentation.
  2. Delivery and Risk
    1. Cinos shall, subject to clauses 3 and 4 arrange and pay for:
      1. Delivery of the Equipment to the Sites; and
      2. Insurance of the Equipment until it is delivered to the Sites.
    2. Risk in the Equipment shall pass to the Customer when the Equipment has been delivered to the Sites.
    3. Where the Customer has paid for the Equipment in whole before delivery Cinos will not arrange or pay for insurance under clause 1 and the Customer is responsible for arranging and paying for any insurance that it requires.
    4. If the Sites are outside of the United Kingdom delivery will, unless otherwise stated in the Quotation, be Ex Works.
    5. Cinos may make an additional charge to the Customer to cover the cost of delivery of the Equipment.
    6. Cinos shall use its reasonable endeavours to deliver the Equipment on the date or dates specified in Cinos’ acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order.
    7. Delivery shall be made during the hours of 9.00 a.m. to 5.30 p.m. Monday to Friday (excluding bank or public holidays). Cinos may levy additional charges for any deliveries made outside such hours at the Customer’s request.
    8. Cinos may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of clause 6. Each instalment shall be a separate contract and no cancellation or termination by either party of any one contract relating to an instalment shall entitle the Customer to repudiate or cancel any other contract or instalment.
    9. If Cinos is unable to deliver Equipment to the Sites (provided that delivery may not be before the earlier of the delivery date stated in the Customer’s order or in the Quotation) because Customer refuses to accept delivery or due to any other act or omission of customer;
      1. Risk in the Equipment shall pass to the Customer on the date on which Cinos offers to deliver the Equipment;
      2. The Customer shall bear all costs of any further delivery or attempted delivery of the Equipment;
      3. Without prejudice to any other right or remedy available to it Cinos may:
        1. Store the Equipment and make a reasonable charge for storage;
        2. Having given reasonable prior notice to the Customer terminate the Agreement and sell the Equipment.
    10. The Customer shall be responsible (at the Customer’s cost) for preparing the Sites for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required for delivering and installing the Equipment. If Cinos is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out or because the preparation is inadequate, Cinos may levy additional charges to recover its additional costs arising from this circumstance.
    11. Where Cinos delivers the Equipment it shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies Cinos (or its carrier, if applicable) of such damage, shortage or loss within five working days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with Cinos’ stipulations. Any remedy under this clause 11 shall be limited, at the option of Cinos, to the replacement or repair of any Equipment which is proven to Cinos’ satisfaction to have been lost or damaged in transit or issuing a credit note against any invoice raised for such Equipment.
  3. Title
    1. Ownership of the Equipment shall pass to the Customer when Cinos has received in full in cleared funds all sums due to it in respect of:
      1. The Equipment; and
      2. All other sums which are or which become due to Cinos from the Customer on any account.
    2. Until ownership of the Equipment has passed to the Customer under clause 1, the Customer shall:
      1. Hold the Equipment on a fiduciary basis as Cinos’ Bailee;
      2. Store the Equipment (at no cost to Cinos) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as Cinos’ property;
      3. Not destroy, deface or obscure any identifying mark on or relating to the Equipment; and
      4. Keep the Equipment insured for its full price against all risks to the reasonable satisfaction of Cinos, and hold the proceeds of such insurance on trust for Cinos and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
    3. The Customer’s right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in clause 2 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to Cinos on the due date.
    4. Cinos may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
  4. Invoices
    1. Cinos may issue its invoice for the price of the Equipment on the earlier of:
      1. The date of delivery of the Equipment to Cinos from its supplier or the manufacturer; or
      2. The date of shipment of the Equipment (whether from Cinos, the manufacturer or Cinos’ supplier) for delivery to the Customer or to a third party nominated by the Customer.
    2. Where the Quotation includes a discount for trade-in or other items of equipment to be returned to Cinos the full Charges of the Equipment will be invoiced by Cinos and is payable by the Customer and Cinos will issue a credit on receipt of the trade-in items within the times and otherwise in accordance with any terms state in the Quotation.
  5. Warranty
    1. Cinos shall pass to the Customer so far as it is legally able to do so, any warranty provision applicable to the Equipment and provided by the original manufacturer of the Equipment. Customer acknowledges that Cinos is not the manufacturer of the Equipment and is therefore unable to provide any additional warranty.
  6. Software
    1. The Customer acknowledges that:
      1. Cinos gives no warranties in relation to the Third Party Software;
      2. The licences for all Third Party Software will be between the Customer and the manufacturer and the Customer will comply with all licence terms;
      3. The Customer is buying only the media on which the Third Party Software is recorded and the accompanying user manuals;
      4. Nothing contained in these terms and conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals.
    2. Where the Customer has registered with the manufacturer or other third party to obtain support for Third Party Software (whether or not such registration was originally effected by Cinos) it is the responsibility of the Customer to maintain such registration and to give notice of any relevant changes to the manufacturer or other third party.
  7. Manufacturer Support
    1. Where the order includes Equipment Cinos will (unless the Customer elects to take Maintenance Services for a term of at least one year from the date of delivery of the Equipment to the Customer) charge the Customer for Manufacturer Support where provided by the manufacturer of the Equipment.
    2. Cinos’ charges for Manufacturer Support are payable annually in advance within thirty (30) days after the date of Cinos’ invoice for the same.
  8. Export Control
    1. Equipment and Software supplied to Customer by Cinos under this Agreement is normally supplied for use or resale solely within the European Union. Customer acknowledges that the export of Equipment or Software from any country within the European Union may be subject to export control laws and regulations of the country in which the Equipment or Software was manufactured (including but not limited to the Export Administration Regulations of the United States). Customer undertakes not directly or indirectly to export Equipment or Software, or the product of any Software, from any country within the European Union in contravention of such laws or regulations and agrees that it shall be solely responsible for obtaining and complying with any export licence or other permission that may be required by any law or regulation of the country of manufacture. Customer shall fully indemnify Cinos against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a full indemnity basis), losses and damages arising directly or indirectly from the export by Customer of Equipment or Software from any country within the European Union in breach of the export control laws or regulations of any country.
  9. Producer Obligations
    1. The Customer acknowledges that Cinos is not a producer for the purposes of the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2006 and the Waste Electrical and Electronic Equipment Regulations 2006 and that the manufacturer is solely responsible for the producer obligations imposed by those Regulations.

3. Managed Services

  1. Provision of Services
    1. Cinos shall use reasonable endeavours to meet any performance dates specified in the SOW or Quotation, but any such dates shall be estimates only.
    2. Cinos may make any changes to the Services:
      1. Needed to comply with applicable law or safety requirements; or
      2. Which do not materially affect the nature or quality of the Services;
      3. And will notify the Customer in advance of such changes.
    3. Where individuals are named in the SOW Cinos will use all reasonable endeavours to ensure that those personnel are made available to perform the Cinos’ obligations under this Agreement but Cinos may replace any personnel who are temporarily or permanently unable to perform the Services due to ill health, holidays, termination of employment or leave of absence permitted or mandated by statute.
  2. Invoices
    1. Cinos may issue its invoice for Services monthly in arrears. Where the Services are provided for a fixed price Cinos may make an additional charge at its standard daily fee rates for additional work necessitated by any Assumptions proving to be incorrect, because of the Customer failing to fulfil or delaying the fulfilment of any Customer Dependencies, because of the inaccuracy of any information provided by Customer or under the terms of clause 32 (Customer Obligations). Subject thereto the Charges (subject to any agreed variation and any additional charges that become payable under the terms of this Agreement for expenses or otherwise) be as set out in the SOW or Quotation. Where Services are provided on a time-and-materials basis:
      1. The charges payable for the Services shall be calculated in accordance with Cinos’ daily fee rates as set out in the SOW or the Quotation;
      2. Cinos’ daily fee rates are calculated on the basis of work performed between the hours of 9.00 am and 5.30 pm Monday to Friday (excluding bank and public holidays);
      3. The minimum charge is for one half of a day even if the time actually worked is less;
      4. Cinos shall be entitled to make an additional charge at enhanced rates for time worked outside the hours referred to in clause b;
      5. Where required by Cinos at the end of each week the Customer shall sign a time sheet verifying the number of hours worked by Cinos personnel during that week. Failure to sign the time sheet does not absolve the Customer of its obligation to pay the charges in respect of the hours worked;
      6. Any estimate contained in the SOW is for information purposes only and is not legally binding.
    2. Where any Assumption is shown to be incorrect and this has an impact on Cinos’ costs, Cinos shall be entitled to make such reasonable adjustment to the Charges as is necessary so as to place Cinos in the same financial position as it would have been in if the Assumption had been correct.
    3. Cinos will not be required to provide or give any refund for any Services which have been ordered by the Customer but which have not been taken within twelve months of the date of the Customer’s order unless the provision of the Services is delayed by the default of Cinos and the Services would otherwise have been taken within that period.
  3. Warranty
    1. Cinos warrants that it will:
      1. Carry out the Services with reasonable care and skill.
      2. Obtain and maintain all licences, permits and other consents required for its performance of the Services;
      3. Comply with all applicable laws and regulations.
  4. Control and Supervision of Services
    1. Cinos and the Customer shall each designate an authorised person who shall be responsible for directing the specific activities of their respective employees and contractors and shall have sufficient authority to represent the Customer and Cinos respectively on all technical, administrative and supervisory matters arising in connection with the performance of the respective Services. Either party may replace its authorised person upon reasonable notice to the other party.
  5. Customer Obligations
    1. The Customer agrees:
      1. To respond within reasonable timeframes to requests for information or input on relevant documents. Examples of reasonable timeframes are: Response to emails requesting information – four (4) working days; Response to design documents – seven (7) working days.
      2. To provide Cinos with reasonable access to such of the Customer’s employees and contractors, infrastructure topology diagrams and equipment as shall be necessary for timely completion of the Services;
      3. To give not less than 10 (ten) working days’ notice of any requested changes to a previously agreed timetable;
      4. To provide full, safe access to and adequate working space at all Sites necessary for the proper and timely completion of the Services;
      5. To provide any other facilities specified by Cinos as necessary to enable Cinos to provide the Services.
    2. If Customer does not meet any of the above requirements and as a result Cinos incurs additional costs in the provision of the Services, Cinos shall be entitled to charge Customer for the additional time and materials incurred at Cinos’ the rates stated in Cinos’ Quotation or the SOW or if the SOW is on a fixed price basis at Cinos’ then current list prices.
  6. Cancellation
    1. Customer shall pay a Cancellation Fee to Cinos in the event that Customer cancels or rearranges an acknowledged order or a signed SOW without giving at least fifteen (15) working days written notice prior to the day on which work was due to commence (the “Commencement Date”). The Cancellation Fees shall be calculated as follows:
      1. 0-2 Working days before the Commencement Date: 100% of the Charges of the days cancelled, plus any expenses incurred;
      2. 3-7 Working days before the Commencement Date: 50% of the Charges of the days cancelled, plus any expenses incurred;
      3. 8-14 Working Days before the Commencement Date: 30% of the Charges of the days cancelled, plus any expenses incurred.

4. Support Services

  1. Application of other causes
    1. Clauses 3.c and 3.e.1 shall apply to the Support Services.
  2. Charges for support services
    1. Cinos may issue its invoice for Support Services in advance at the intervals stated in the Quotation.
    2. Cinos may vary the Charges for the Support Services with effect from the first and each subsequent anniversary of the Commencement Date by giving the Customer not less than 60 (sixty) days written notice provided that if the Customer has paid in advance for a fixed price multi-year term Cinos may not vary the Charges for the Support Services during the multi-year term save in respect of any variation to the Support Services, change to the Sites or increase or reduction in the Maintained Equipment or Maintained Software.
    3. Where Cinos incurs additional costs in connection with the extension or renewal of a contract with a third party or re-certification of Maintained Equipment by a third party as a result of Customer failing to provide Cinos with such information as is required by clause n.1.e, Cinos may make an additional charge to the Customer to recover such additional costs.
  3. Additional Services
    1. If additional Support Services not covered by this Agreement such as but not limited to loan equipment are requested by Customer Cinos may charge for these at its then current time and materials rates whether or not the Customer issues a purchase order. Cinos may invoice for such additional services on completion of the services or, for services that are on-going, monthly in arrears.
  4. Fault reporting and diagnosis
    1. In the event of the Customer detecting any fault in the Maintained Equipment or Maintained Software the Customer shall notify the Cinos Service Desk during Cover Hours specifying the Contract number the Maintained Equipment or Maintained Software concerned the serial number(s) and Site address and whatever information is available regarding the fault including any results of any Customer performed diagnostics.
    2. Following the reporting of a fault by the Customer, Cinos will raise an Incident on Cinos’ Incident Management System (IMS).
    3. The Cinos Service Desk will assess the nature of the fault giving rise to the Incident and attempt to provide a resolution:
      1. Initially, Cinos and Customer may if necessary conduct a discussion over the telephone or an exchange of emails to attempt to carry out diagnosis and resolution of the fault in question.
      2. Cinos may also use remote access to the Maintained Equipment or Maintained Software in order to carry out diagnosis of faults; subject always to Cinos complying with pre agreed security controls.
    4. Cinos shall be responsible for notifying the Customer of the Incident reference number, managing the Incident until final resolution, entering updates on the IMS regarding the status of the Incident, resolving the fault remotely and or dispatching an engineer and/or replacement parts to Site, as required and depending on the Service applicable to the affected item of Maintained Equipment or Maintained Software as defined in the Quotation.
    5. Cinos shall use all reasonable endeavours to meet the Response Time stated in the Quotation.
    6. Following resolution of the fault giving rise to an Incident, Cinos Service Desk shall be responsible for obtaining the Customer’s agreement that the fault has been resolved to the Customer’s satisfaction. Cinos will record who at the Customer agreed that the fault had been resolved in the call log comments. Subject to the Customer having returned Maintained Equipment to Cinos pursuant to clause 39 the log will then be closed.
    7. If Cinos diagnoses that the problem lies with Customer it will confirm this with the Customer to update and close the Incident.
    8. Regular Updates: Updates on the status of an Incident will be provided to Customer as follows:
      1. At times agreed with Customer;
      2. At a significant change in the progress of an Incident (e.g. when Engineer ETA determined);
      3. At the point when the Incident has been escalated;
      4. If Response Time has been or will be missed
      5. Once an Incident is “closed”
  5. Points of contact
    1. Cinos Service Desk shall be the primary point of contact for the Customer in relation to the Support Services.
    2. The normal point of contact in relation to the Support Services for the Cinos Service Desk will be the approved Customer contact. The Customer will provide a focal point for all Customer users to raise faults and will be responsible for undertaking first line diagnosis of all faults raised with them. Only authorised Customer staff will raise faults with Cinos Service Desk.
  6. Hardware replacement
    1. Hardware Replacement service applies to Maintained Equipment and Maintained Software only where stated in the Quotation.
    2. Cinos shall use all reasonable endeavours to dispatch the replacement part so as to arrive at the Site within the Response Time.
    3. Cinos retains the right to charge the Customer for the replacement part or an equivalent piece of equipment with similar specification should the Maintained Equipment in question not be returned to Cinos within five (5) Working Days of delivery of the replacement part.
    4. The Customer shall retain all packaging for the replacement part provided in accordance with this clause and re-utilise the same, or provide packaging of similar performance for the return of Maintained Equipment. The Customer shall take all due care to pack the faulty Maintained Equipment in such a way as to protect it from damage during transit.
    5. Cinos shall pass to the Customer so far as it is legally able to do so, any warranty applicable to the replacement part and provided by the original manufacturer of the replacement part.
  7. On-site support services
    1. This clause applies to Maintained Equipment where Cinos is to provide On Site Support Services, as shown in the Quotation.
    2. Cinos shall use all reasonable endeavours to despatch an engineer so as to arrive at the Site within the Response Time
    3. Any part of the Maintained Equipment which develops a fault will at Cinos’ option either: –
      1. Be repaired; or
      2. Be replaced by parts with equivalent functionality on an exchange basis, whereby the removed part will become the property of Cinos and the replacing part will become the property of the Customer (if the Customer does not to allow the removed part to be taken by Cinos then Cinos reserves the right to charge the Customer for the replacing part); or
      3. Be replaced by parts with equivalent functionality on a loan basis, whereby Cinos will continue to own the replacing part and will repair and reinstall the original part as soon as is reasonably possible.
    4. If a service call is made and Cinos is unable to gain access to the Maintained Equipment or there is no fault to be found with such Maintained Equipment Cinos reserves the right to charge for any call-out at Cinos’ then standard time and materials rates.
    5. Maintenance Releases
      1. Cinos shall provide Maintenance Releases to the Customer when they are required to remedy a fault in the Maintained Equipment or Maintained Software or are requested by the Customer provided that such Maintenance Releases have been made available to Cinos by the manufacturer of the Maintained Software.
  8. Maintained Software
    1. Telephone Support
      1. Cinos will provide support by telephone to attempt to resolve technical questions on the routine use and operation of the Maintained Software.
    2. Maintenance Releases
      1. Cinos shall provide Maintenance Releases to the Customer when they are required to remedy a fault in the Maintained Software or are requested by the Customer provided that such Maintenance Releases have been made available to Cinos by the manufacturer of the Maintained Software.
  9. Exceptions
    1. Cinos shall not be obliged to provide Support Services to remedy faults in the Maintained Equipment or Maintained Software caused by:
      1. Installation or repair of the Maintained Equipment or Maintained Software (including electrical work) by someone other than Cinos or in a manner contrary to instructions set out in the documentation relating to the Maintained Equipment or Maintained Software;
      2. Failure to comply with the conditions of use of the Maintained Equipment or Maintained Software or environmental conditions as set out in the manufacturer’s documentation;
      3. Accident, power surge or failure, fire or water damage, lightning strike, neglect, misuse or abuse of the Maintained Equipment or Maintained Software other than by Cinos;
      4. The relocation, modification or addition to any of the Maintained Equipment or Maintained Software without the approval of Cinos or a defect caused by equipment not supported by Cinos or by any other service not performed by Cinos;
      5. Use or connection of the Maintained Equipment or Maintained Software to or with software or equipment not suitable for such use or connection or which interferes with the proper functioning thereof;
      6. Maintained Equipment is End of Life. Cinos will use reasonable endeavours and in accordance with the original manufacturers recommendations to advise the Customer when Maintained Equipment is coming towards the end of its life to give the Customer an opportunity to bring the Maintained Equipment up-to-date.
    2. Cinos may be unable to provide Support Services if the Customer does not provide the serial number of the faulty Maintained Equipment
    3. The Support Services do not include:
      1. Supply of consumables;
      2. Replacement of impact or inkjet print heads;
      3. Replacement of laser printer fuser units or transfer/pick up rollers;
      4. Replacement of flat screens, displays or liquid crystal displays;
      5. Repair or replacement of additional items installed in PCs or servers unless the item is listed on the Quotation or fitted as standard by the manufacturer;
      6. Failures caused by faulty media
      7. Software provided by others, unless a fully operational copy is made available to Cinos with the consent of the copyright owner of the software or its licensee where such licensee is authorised to make such copy available.
      8. Plasma Display Glass
      9. Cathode Ray Tubes
      10. LCD panels
      11. Lamps (it is the Customers obligation to hold a spare lamp on site but Cinos will use reasonable endeavours to provide a loan unit if the Customer does not hold a spare lamp on Site)
      12. Screen Material
      13. Software changes to the system
      14. Any labour charges incurred for upgrades
    4. If on investigation Cinos reasonably determines that a fault is as a result of any of the matters referred to in clause i.1 the Customer shall pay Cinos for all time and materials reasonably expended by Cinos in investigating the same.
    5. Cinos shall not be obliged to provide Support Services at any Site if Cinos reasonably considers that the conditions at the Site represent a risk to the health or safety of any Cinos personnel.
    6. Cinos is only obliged to provide Support Services in respect of Maintained Software which is at a supported revision level as stated in the Quotation.
    7. Cinos is not obliged to support the Maintained Software if the Customer is not using the versions of the operating system software as specified by Cinos from time to time or if the Customer fails to maintain the Maintained Software in accordance with the Maintained Software manufacturer’s specified release level unless specifically agreed in writing in advance by Cinos and/or for the Maintained Software manufacturer.
    8. The Maintained Software Support Services do not include;
      1. Attendance at Site;
      2. System administration work
  10. Access to sites
    1. Where Cinos requires access to the Sites in order to remedy a fault or suspected fault in the Maintained Equipment or Maintained Software it shall arrange such access via the Customer. The Customer shall provide the Cinos Service Desk with all necessary information to enable Cinos’ representative to gain access to the relevant Site, including Site rules and security arrangements, the name and telephone number of a contact at the Site, parking arrangements, specific access requirements for the Site and any out of hours access arrangements which apply.
  11. Escalation
    1. Cinos has a published escalation procedure and shall implement this escalation procedure in agreement with the Customer.
  12. Additions and deletions
    1. Subject to clause 46.3 the Customer may at any time add Maintained Equipment or Maintained Software to this Agreement by giving Cinos notice in writing and providing Cinos with such information concerning the Maintained Equipment or Maintained Software as Cinos may reasonably require including but not limited to:
      1. The make and model of the Maintained Equipment;
      2. The serial number of the Maintained Equipment;
      3. The Site at which the Maintained Equipment is located;
      4. Any available service records relating to the Maintained Equipment;
      5. The description and release number of the Maintained Software;
      6. Details of the software licence applicable to the Maintained Software.
    2. There may be a period of up to 30 days from the date of receipt of notice under clause l.1 until Cinos is able to provide Support Services for Maintained Equipment or Maintained Software added to this Agreement. During this period Cinos will use its reasonable endeavours to provide the Support Services. Cinos may make an additional charge for the added Maintained Equipment or Maintained Software from the date that it is added to this Agreement.
    3. Cinos reserves the right not to add new Maintained Equipment to this Agreement if thirty (30) or more days have passed since the expiration of the original warranty period or the expiration of a previous maintenance agreement covering the Maintained Equipment, until the Maintained Equipment has been inspected by Cinos to determine whether the Maintained Equipment is still in good operating condition. All time and materials required to place the Maintained Equipment in good operating condition will be charged by Cinos at Cinos’ current rates. Required repairs must be made prior to the beginning of cover under this Agreement.
    4. Cinos reserves the right not to add new Maintained Software to this Agreement if the Maintained Software is not at the manufacturers’ specified release level.
    5. No Maintained Equipment or Maintained Software may be deleted from this Agreement during the Initial Term. Thereafter the Customer may at any time delete Maintained Equipment or Maintained Software from this Agreement by giving Cinos not less than 90 days’ notice in writing. Cinos will make a pro rata adjustment to the Charges for the Support Services for the period from the date the Maintained Equipment or Maintained Software has been removed to the end of the then current term but reserves the right (i) to re-calculate its charges based on the amount of Maintained Equipment or Maintained Software then supported under the Agreement and taking account of any volume discounts that are no longer applicable due to the reduced volume of Maintained Equipment or Maintained Software being supported; and (ii) to make a reasonable administration charge; and (iii) to recover from the Customer the balance of any third party support charges incurred by Cinos in respect of the Maintained Equipment or Maintained Software and not previously charged to the Customer. Any refund then due to the Customer will be credited to the Customer once the deletion has been processed by Cinos.
  13. Cinos Items
    1. Cinos Items remain the exclusive property of Cinos. Customer may use such Cinos Items only for activities related to the Support Services and may not modify, remove or transfer the Cinos Items or make them, or any resultant diagnostic or system management data, available to other parties without Cinos’ written consent. Upon termination of this Agreement Customer will, at Cinos’ option, destroy or return all Cinos Items in its possession
  14. Customer obligations
    1. The Customer shall:
      1. report faults promptly to Cinos;
      2. provide remote access facilities and procure that such facilities can be used without restriction or fee by Cinos to gain remote access to the Maintained Software;
      3. Be responsible for all customs duties, import duties and other governmental taxes, fees, charges and assessments of whatever nature payable in respect of the import into or export from the United Kingdom of the Maintained Equipment or any replacement parts for the Maintained Equipment;
      4. Give Cinos details of serial numbers for all Maintained Equipment to be supported under this Agreement;
      5. Where this Agreement is to extend beyond the Initial Term, to provide Cinos in good time before the end of the Initial Term and each subsequent anniversary of the Commencement Date, with such information as Cinos shall reasonably require to enable Cinos to renew or extend any contract between Cinos and a third party which relates in whole or in part to the Support Services.
      6. Ensure that proper environmental conditions are maintained for the Maintained Equipment and Maintained Software, and maintain in good condition the accommodation of the Maintained Equipment, the cables and fittings associated therewith and the electricity supply thereto;
      7. Ensure that the Maintained Equipment and Maintained Software is operated by competent staff;
      8. Advise Cinos in writing of any modification to the Maintained Equipment or Maintained Software;
      9. Keep and operate the Maintained Equipment and Maintained Software in accordance with the manufacturer’s operating instructions, ensuring that the external surfaces of the Maintained Equipment are kept clean and in good condition;
      10. Notify Cinos if the Maintained Equipment or Maintained Software is to be moved from its installed Sites, specifying the date and thereafter to comply with any reasonable instructions from Cinos in relation to such Maintained Equipment stipulated prior to such relocation. Support Services in relation to Maintained Equipment moved from its original Sites will be provided at Cinos’ discretion and may be subject to an activation period of up to 30 days during which period Cinos will use its reasonable endeavours to provide the Support Services and to additional charges to be agreed between the parties. Cinos’ provision of Support Services will not be unreasonably withheld but Cinos may terminate support for Maintained Equipment moved outside of the mainland of Great Britain.
      11. Bring to the attention of Cinos the Customer’s policies and procedures in respect of security and health and safety and notify Cinos of any potential health or safety risks that may exist at any Site;
      12. Make available to Cinos free of charge all facilities and services reasonably requested by Cinos to facilitate Cinos’ performance of the Support Support Services;
      13. Keep back-up copies of configurations and software applications relating to the Maintained Equipment and data relating to or used in conjunction with the Maintained Software and make the same available to Cinos when necessary in connection with the performance of the Support Services;
      14. Except in the case of an emergency not to permit any third party to maintain or attempt to repair the Maintained Equipment unless approved in writing by Cinos;
      15. Have a representative present when Cinos provides Support Services at a Site.
  15. Health and safety
    1. Customer shall give Cinos reasonable notice of any known hazard to the safety or health of persons at any Site, identifying those hazards and giving full details of any precaution to be taken by Cinos whilst at such Site. Cinos shall not be obliged to render any Service under this Agreement that poses a potential for harm to Cinos’ representatives.
  16. Warranty
    1. Cinos warrants that any Maintained Software updates provided by Cinos as part of the Support Services will not fail to execute their programming instructions due to defects in materials and workmanship when properly installed and used on the hardware product for which it was intended. Cinos will use reasonable endeavours to repair or provide workarounds in respect of any such defects in the Maintained Software updates.
    2. Cinos does not warrant that the Maintained Software will operate without interruption or error.
  17. Term
    1. This Agreement shall be deemed to have commenced on the Commencement Date and (subject to earlier termination hereunder) shall continue in force for the Initial Term and shall continue thereafter until terminated by either party giving to the other not less than three months’ notice in writing expiring on the last day of the Initial Term or the following or any subsequent anniversary of the Commencement Date whichever is the later. The Customer may also terminate this Agreement by giving Cinos notice in writing not more than one month after receipt of notification from Cinos of an increase in the Charges for the Support Services pursuant to clause 35.2.
    2. This Agreement may be terminated forthwith by Cinos in respect of any items of Maintained Equipment which can no longer be maintained in good working order by the provision of replacement or spare parts or is damaged beyond economic repair other than through the fault of Cinos (as to whether either or which events have occurred the Company’s decision shall be final and binding on the Customer). In the circumstances of this sub-clause termination of the provision of Support Services by Cinos shall apply only in respect of the Maintained Equipment affected as referred to above. If there is other Maintained Equipment not so affected in respect of which Support Services are provided under this Agreement the Charges shall be reduced pro rata from the next annual renewal date. The provisions of this Agreement shall continue to apply in respect of any remaining Maintained Equipment.
  18. Call recording
    1. Cinos shall be entitled to record any telephone calls made to or from the Cinos Service Desk in order to monitor the quality of service, the parties’ compliance with this Agreement or for training purposes.

5. Telecommunication Services

  1. Telecommunication Services
    1. The terms and conditions upon which Cinos shall provide the Telecommunications Services shall be the Carrier Terms and Conditions. Customer agrees that Cinos obligations to the Customer under the Carrier Terms and Conditions shall be performed by the Carrier. To the extent that the Services comprise Telecommunications Services the terms of the Carrier Terms and Conditions shall prevail over these terms and conditions (except for this clause) in the event of any conflict or inconsistency.

6. Contract workers

  1. Contract workers
    1. This Clause applies only where Cinos acts as an Employment Business to provide one or more temporary workers to the Customer
    2. The Customer may request Cinos to replace a temporary worker if the Customer is on reasonable grounds dissatisfied with the temporary worker
    3. If the Customer engages a temporary worker supplied by Cinos either (1) directly, or (2) through another employment business, within:
      1. The duration of the assignment; or
      2. 14 weeks from the start of the first assignment; or
      3. 8 weeks from the day after the last day the temporary worker worked on the assignment
      4. The Customer shall be liable, to either: (1) an Extended Period of Hire as set out in clause 5 below, or (2) a Transfer Fee calculated in accordance with clause 4 below. The Transfer Fee shall be due unless before the start of the assignment the Customer notifies Cinos in writing that it opts for the Extended Period of Hire.
    4. The Transfer Fee shall be the same as the total amount charged by Cinos under the current or last preceding assignment of the temporary worker (whichever shall be the greater)
    5. The Extended Period of Hire shall be the same length as the current or last preceding assignment of the temporary worker (whichever shall be the greater)
    6. Where the Agency Workers Regulations 2010 (the “Regulations”) apply:
      1. The Customer shall provide Cinos with such information as it reasonably requires to enable it to comply with its obligations under the Regulations;
      2. From first day of an assignment the Customer shall allow agency workers supplied by Cinos to have access to the same collective facilities and amenities as it makes available to its workers generally; and
      3. From the twelfth week of the assignment the Customer shall, to the extent specified by the Regulations, allow agency workers supplied by Cinos to enjoy the same basic working and employment conditions as the Customer’s workers generally enjoy.