jagomart
digital resources
picture1_Agreement Sample 202480 | Master Service Agreement September 2015


 139x       Filetype PDF       File size 0.39 MB       Source: www.bluesource.co.uk


File: Agreement Sample 202480 | Master Service Agreement September 2015
bluesource information limited master service agreement terms and conditions of business 1 bluesource is engaged in the business of providing information technology and computer services 2 in reliance upon bluesource ...

icon picture PDF Filetype PDF | Posted on 10 Feb 2023 | 2 years ago
Partial capture of text on file.
                                                                                                                                                                                                                                                              bluesource Information Limited 
                                                                                                                                                                                                                               MASTER SERVICE AGREEMENT 
                                                                                                                                                                                                         
                                                                                                                                                                                                         
                                                                                                                                                                                                         
                                                                                                                                                                                                         
                                                                                                                                                                                   
                                                                                                                                                                                   
                                                                                                                                                                                   
                      TERMS AND CONDITIONS OF BUSINESS 
                      (1)                  bluesource is engaged in the business of providing information technology and computer services. 
                      (2)                  In reliance upon bluesource’s skill, knowledge and experience, the Company wishes to engage bluesource to provide 
                                           Services, as set out more specifically in a Service Schedule, and bluesource has agreed to accept the engagement on the 
                                           terms and conditions of this agreement (the “Agreement”). 
                      IT IS AGREED as follows:  
                      1                    Definitions and Interpretation  
                      1.1                  In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: 
                                            “Acceptance in to Service” also referred to as “AIS”, applicable to only certain Service Schedules, refers to the period 
                                                                                                                   from the date of the initial assessment phase following acceptance of an Order until the 
                                                                                                                   Services go live on the Customer’s systems 
                                            “Agreement”                                                            this document, together with the Service Schedule, annexures and any other attachments to 
                                                                                                                   this document and/or the Service Schedule; 
                                            “Anniversary Date”                                                     the date on which the Initial Term expires and the anniversary date of subsequent renewals; 
                                            “Business Day”                                                         08:00 – 18:00 BST/GMT, as appropriate, on a day other than a Saturday, Sunday or a 
                                                                                                                   public or bank holiday in England and Wales or Scotland;  
                                            “Commencement Date”                                                    the date on which this Agreement comes into force pursuant to clause 9 below; 
                                            “Company”                                                              the person, firm or company purchasing Services from bluesource as identified in a Service 
                                                                                                                   Schedule; 
                                            “Company Equipment”                                                    the  technical  equipment  belonging  to  or  to  be  provided  by  the  Company  for  use  by 
                                                                                                                   bluesource in the provision of the Services; 
                                            “Confidential Information”  in relation to either Party, all confidential information disclosed to a Party or its employees, 
                                                                                                                   officers, representatives or advisors by the other Party pursuant to or in connection with this 
                                                                                                                   Agreement (whether orally  or  in  writing  or  any  other  medium,  and  whether  labelled  as 
                                                                                                                   confidential or not); 
                                            “Consultancy”                                                          professional service work provided by bluesource to the Company for a specific piece of 
                                                                                                                   work or project, which may or may not be related to the Services; 
                                            “Documents”                                                            includes,  but  is  not  limited  to,  inventions,  improvements,  formulae,  designs,  programs, 
                                                                                                                   drawings,  manuals,  Source  Codes,  plans  and  any  design  documents  prepared  by 
                                                                                                                   bluesource as provided in the Service Schedule; 
                                            “Fees”                                                                 the price to be paid by the Company to bluesource as set out in the Service Schedule, as 
                                                                                                                   amended by the Parties in writing from time to time; 
                                            “Group”                                                                the “holding” and “subsidiary “companies of the Parties as defined in section 1159 of the 
                                                                                                                   Companies Act 2006;   
                                            “Initial Term”                                                         the initial Term specified in the Service Schedule; 
                                            “Intellectual Property Rights”                                                       patents, rights to inventions, copyright and related rights, trade marks, 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 right, topography 
                                                                                                                   rights, moral rights, rights in confidential information (including without limitation know-how 
                                                                                                                   and  trade  secrets)  and  any  other  intellectual  property  rights,  in  each  case  whether 
                                                                                                                   registered or unregistered and including all existing and future  rights capable of present 
                                                                                                                   assignment, 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; 
                                            “Losses”                                                               any  losses,  actions,  costs,  liabilities,  expenses  (including  reasonable  legal  expenses), 
                                                                                                                   demands, claims and damages; 
                                             “Party”                                                               a party to this Agreement and Parties shall be construed accordingly. 
                      Master Service Agreement – September 2015                                                                                                                                                                                                                                                                           1 
                                                                                                                                               CONFIDENTIAL 
                                            “Premises”                                                             the Company’s Premises as specified in the Service Schedule or such other Premises as 
                                                                                                                   may be agreed in writing from time to time between the Parties; 
                                            “Services”                                                             the services to be provided by bluesource to the Company as described in the Service 
                                                                                                                   Schedule; 
                                            “Service Schedule”                                                     the  “Service  Schedule”  detailing  the  Service/s  to  be  provided  to  the  Company  which  is 
                                                                                                                   governed by the terms of this Agreement; 
                                            “Source Code”                                                          computer  software  in  eye-readable  and  other  such  form  that  it  can  be  compiled  or 
                                                                                                                   interpreted  to  produce  equivalent  computer  software  in  object  code,  together  with  all 
                                                                                                                   technical information and documentation necessary for the use, reproduction, modification 
                                                                                                                   and enhancement of such software; 
                                            “Term”                                                                 the term of this Agreement; 
                                            “Third Party”                                                          any individual, firm or company who does not have a direct connection with the Company or 
                                                                                                                   bluesource, such as a software vendor; 
                                            “Third Party Product”                                                  a product produced or marketed by a Third Party; and 
                                            “US Business Day”                                                      Monday to Friday 09:00 – 18:00 CST (excluding US public holidays). 
                      1.2                  Unless the context otherwise requires, each reference in this Agreement to: 
                                           1.2.1                 “writing”,  and  any  cognate  expression,  includes  a  reference  to  any  communication  effected  by  electronic, 
                                                                 facsimile transmission or similar means; 
                                           1.2.2                 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the 
                                                                 relevant time; 
                                           1.2.3                 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented from 
                                                                 time to time; 
                                           1.2.4                 a Schedule is a schedule to this Agreement; and 
                                           1.2.5                 a clause or paragraph is a reference to a clause of this Agreement (other than the Schedules) or a paragraph of 
                                                                 the relevant Schedule. 
                      1.3                  Headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this 
                                           Agreement. 
                      1.4                  Words imparting the singular number shall include the plural and vice versa. 
                      1.5                  References to any gender shall include the other gender. 
                      2                    Provision of the Services 
                      2.1                  During the Term bluesource shall provide the Services to the Company in accordance with the Service Schedule and the 
                                           Company shall promptly obtain, maintain and make available any assets, Company Equipment, Premises, personnel, and 
                                           other facilities reasonably required for the provision of the Services, as shall be set out in the Service Schedule or as may 
                                           be agreed between the Parties in writing from time to time. 
                      2.2                  bluesource shall provide the Services at the Company’s Premises or such other premises as agreed in writing between 
                                           the Parties from time to time. 
                      2.3                  If bluesource fails to provide any of the Services in accordance with this Agreement or is aware of anything that would 
                                           adversely affect the provision of the Services, bluesource shall notify the Company in writing and shall undertake such 
                                           remedial action within 28 days of the breach occurring or the date on which bluesource should reasonably have been 
                                           aware of the breach whichever is the earlier. 
                      3                    Service Schedules – Order for Service 
                                           Service Schedules shall be agreed in accordance with this clause: 
                      3.1                  The Company shall provide bluesource with a request for Services via an “Order”, setting out  its requirements and 
                                           specifications, including: 
                                           3.1.1                 a description of what work is to be done and its scope; 
                                           3.1.2                 date(s) by which any work has been requested to start and finish; 
                                           3.1.3                 Term of the Services to be provided; 
                                           3.1.4                 address and contact details for the Company; 
                                           3.1.5                 commercials relating to the Services; 
                      Master Service Agreement – September 2015                                                                                                                                                                                                                                                                           2 
                                                                                                                                               CONFIDENTIAL 
                                           3.1.6                 deliverables (if any); and 
                                           3.1.7                 such other information as bluesource may reasonably request to prepare a draft Service Schedule. 
                      3.2                  bluesource shall, as soon as reasonably possible, provide the Company with a draft Service Schedule.  
                      3.3                  bluesource and the Company shall discuss and agree the Service Schedule and when it has been agreed, they shall both 
                                           sign a copy of it and it shall become subject to this Agreement. 
                      3.4                  A Service Schedule shall not be legally binding or have any effect unless: 
                                           3.4.1                 it contains the information specified in clause 3.1; 
                                           3.4.2                 both Parties have signed it; and 
                                           3.4.3                 at the date of the Service Schedule, this Agreement has not terminated. 
                      3.5                  No amendment shall be made to the Service Schedule except as agreed in writing between the Parties. 
                      4                    Company’s Obligations 
                      4.1                  The Company shall: 
                                           4.1.1                 allow  bluesource  and  their  employees  access  to  the  Premises  during  Business  Days,  for  the  purposes  of 
                                                                 providing  the  Services.  Any  access  requested  outside  Business  Days  will  be  agreed  in  advance  with  the 
                                                                 Company and with reasonable notice; 
                                           4.1.2                 provide bluesource with such information as may be required by bluesource in connection with the performance 
                                                                 of the Services in a timely manner, and if so requested prior to the commencement of the Services, and shall 
                                                                 ensure such information is accurate; 
                                           4.1.3                 provide bluesource with all necessary literature, books, policies and other material which the Company requires 
                                                                 to be observed by bluesource and its employees, agents and contractors, such as security policies and Health 
                                                                 and Safety handbooks; 
                                           4.1.4                 be responsible (at its own cost) for preparing the Premises for the supply of the Services; 
                      4.2                  If bluesource's performance of its obligations under the Contract is prevented or delayed by any act or omission of the 
                                           Company or the Company's agents, sub-contractors or employees, the Company shall in all circumstances be liable to 
                                           pay to bluesource on demand all reasonable costs, charges or losses sustained or incurred by it (including, without 
                                           limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, 
                                           injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to bluesource confirming 
                                           such costs, charges and losses to the Company in writing.  This clause 4.2 shall survive termination of this Agreement. 
                      4.3                  bluesource may charge the Company for any additional reasonable costs and expenses properly incurred by bluesource 
                                           caused directly as a result of any change control or any failure on the part of the Company to provide instructions in a 
                                           reasonable and timely manner. 
                      5                    Mutual Obligations 
                      5.1                  The  Company  and  bluesource  shall  each  use  reasonable  endeavours  to  keep  each  other  informed  of  any  special 
                                           requirements applicable to the Services, such as changes to regulatory compliance in their respective industries. To the 
                                           extent necessary and appropriate, bluesource shall take reasonable steps to comply with such special requirements. 
                                           Without any increase in the Fees payable pursuant to clause 8 below unless otherwise agreed as appropriate between the 
                                           Parties. 
                      5.2                  If the Company or any Third Party omit or do anything which prevents or delays bluesource from undertaking or complying 
                                           with any of its obligations under this Agreement, bluesource shall not have any liability in respect of any such delay or 
                                           failure in the provision of the Services. 
                      5.3                  The Company will allow bluesource, its agents, contractors and employees such use of the Company’s Equipment as is 
                                           reasonably required for the purpose of providing the Services. Authorisation procedures in relation to use of hardware or 
                                           access to the Company’s systems will be agreed between the Company and bluesource in writing. bluesource shall use 
                                           the Company’s Equipment:                                                               
                                           5.3.1                 only for the purposes of providing the Services; and  
                                           5.3.2                 in accordance with good computing practice.    
                      6                    bluesource Obligations 
                      6.1                  During the Term bluesource shall: 
                                           6.1.1                 ensure  that  the  Services  are  provided  with  the  care,  skill  and  diligence  required  of  a  professional  firm  in 
                                                                 accordance with the terms of this Agreement and best practice in bluesource’s industry, profession or trade; 
                      Master Service Agreement – September 2015                                                                                                                                                                                                                                                                           3 
                                                                                                                                               CONFIDENTIAL 
                                           6.1.2                 ensure that the Services are performed by the personnel who are technically competent and properly qualified to 
                                                                 provide the Services and ensure that such personnel comply with the Company’s policies when attending the 
                                                                 Premises to the extent the same have been provided in advance to bluesource; 
                                           6.1.3                 keep detailed records of all activities undertaken in connection with the provision of the Services and at the 
                                                                 Company’s  reasonable  request  make  such  records  available  for  inspection  and/or  provide  copies  to  the 
                                                                 Company, at the Company’s expense; and 
                                           6.1.4                 comply with the reasonable instructions of the Company. 
                      6.2                  During the Term bluesource shall maintain suitable insurance policies that it deems reasonable in connection with the 
                                           provision of the Services.   
                      7                    Third Party Licences 
                      7.1                  bluesource shall: 
                                           7.1.1                 procure a licence for the Company to use any software, programs or applications supplied by bluesource under 
                                                                 the Service Schedule; and 
                                           7.1.2                 use reasonable endeavours to procure that any licences for Third Party products, including but not limited to any 
                                                                 software to be purchased on behalf of the Company, as defined in the Service Schedule, contain terms which will 
                                                                 allow the Company to use, adapt, maintain and support such Third Party Products or to  allow new service 
                                                                 providers to do so following termination. 
                      7.2                  The Company shall licence or procure a licence for the use of any software, programs or applications which are not 
                                           supplied by bluesource under the Service Schedule but which are required for the Services at its own cost, including but 
                                           not limited to Server Operating systems, Anti-Virus software and Backup software and shall procure that bluesource shall 
                                           be entitled to use such licences on an unrestricted basis for the purposes of performing the Services.  
                      8                    Payments and Records 
                      8.1                  In consideration of the Services the Company shall pay to bluesource: 
                                           8.1.1                 the Fees (exclusive of any value added tax); and 
                                           8.1.2                 such additional charges (if any) as are from time to time agreed in writing between bluesource and the Company, 
                                                                 having regard to any services provided by bluesource in addition to those specified in the Agreement or the 
                                                                 Service Schedule payable at bluesource’s then current rates.  
                      8.2                  The Company shall reimburse bluesource for all expenses properly incurred in the provision of the Services and agreed 
                                           with the Company in advance, such as site visits and will be payable at the following rates: 
                                           8.2.1                 mileage at £0.45 per mile; 
                                           8.2.2                 travel at standard/economy class fares; 
                                           8.2.3                 accommodation shall not exceed £80 per night without prior agreement; and 
                                           8.2.4                 subsistence shall not exceed £7.50 per day for breakfast, £7.50 per day for Lunch and £20 per evening for 
                                                                 dinner. 
                      8.3                  The Company shall pay each invoice submitted by bluesource in full and cleared funds within 30 days of receipt in pounds 
                                           sterling. 
                      8.4                  All sums payable pursuant to this Agreement are exclusive of any value added or other tax which shall be added to 
                                           bluesource’s invoices at the prevailing rate. 
                      8.5                  Without  prejudice  to  any  of  its  other  rights  or  remedies  if  the  Company  fails  to  pay  on  the  due  date  for  payment, 
                                           bluesource may: 
                                           8.5.1                 charge interest, from the date due for payment to the date of payment in full, at 2% per annum over Lloyds TSB 
                                                                 Bank Plc base rate from time to time; and/or 
                                           8.5.2                 suspend the Services without  liability  to  the  Company,  until  payment  is  received  in  full.  Suspension  of  the 
                                                                 Services under these circumstances is excluded from any availability measures or other SLAs. 
                      8.6                  Should any scheduled consultancy services be cancelled or rescheduled after the booking has been confirmed, the 
                                           Company will be liable to pay the Fees (exclusive of any value added tax) as they fall due in accordance with the Service 
                                           Schedule at the following percentages: 
                                           8.6.1                 more than 5 days’ notice 0%; 
                                           8.6.2                 between  5 days and 48 hours’ notice 25%; 
                                           8.6.3                 between 48 hours  and 24 hours’ notice 50%; and 
                      Master Service Agreement – September 2015                                                                                                                                                                                                                                                                           4 
                                                                                                                                               CONFIDENTIAL 
The words contained in this file might help you see if this file matches what you are looking for:

...Bluesource information limited master service agreement terms and conditions of business is engaged in the providing technology computer services reliance upon s skill knowledge experience company wishes to engage provide as set out more specifically a schedule has agreed accept engagement on this it follows definitions interpretation unless context otherwise requires following expressions have meanings acceptance also referred ais applicable only certain schedules refers period from date initial assessment phase an order until go live customer systems document together with annexures any other attachments or anniversary which term expires subsequent renewals day bst gmt appropriate than saturday sunday public bank holiday england wales scotland commencement comes into force pursuant clause below person firm purchasing identified equipment technical belonging be provided by for use provision confidential relation either party all disclosed its employees officers representatives advisor...

no reviews yet
Please Login to review.