Spector - Terms of Service - Supplementary Terms - Professional Services

Supplementary Terms – Professional Services

The Services set out in these Supplementary Terms shall be supplied by Spector to the Client on the terms and conditions set out in Spector’s General Terms and Conditions and the terms and conditions of these Supplementary Terms. All definitions set out in the General Terms and Conditions shall, unless otherwise specified below, have the same meaning when used in these Supplementary Terms.

1. SUPPLEMENTARY DEFINITIONS

Statement of Work means the services and tangible deliverables set out in the Quote.
Completion Date means the later of thirty days after delivery of the Statement of Work and if there is an outstanding non-conformance thirty days after delivery of the Statement of Work, the date of resolution of the outstanding non-conformance.
Design Specification means the specification for the deliverables as set out in the Quote and agreed by the Client.
Estimated Completion Date means the date by which Spector reasonably expects the Statement of Work to be completed.
Hardware means Goods to be installed and / or configured by Spector under the terms of this Agreement, as set out in the Quote.
Professional Services means design, survey, procurement, delivery, installation, commissioning, training and project management services as set out in the Quote and to be delivered to the Client by Spector under the terms of this Agreement.
Site means either the Client- owned or occupied premises at which the services are to be delivered, or the remote site at which Software is to be installed and or configured.
Software means software to be installed and / or configured by Spector under the terms of this Agreement, as set out in the Quote.
Warranty Period means the period, set out in these Supplementary Terms, during which Spector shall make good any failures that result from failure of Spector to provide the Services.

2. TERM
This Agreement will be effective from the Commencement Date and shall run until the Completion Date or the date of expiry of any relevant Warranty Period, whichever occurs later.

3. PROVISION OF SERVICES

The Services comprise Professional Services as set out in the Quote and described in the Service Schedule.
The Quote, save as amended with the agreement of both parties sets out all the Hardware and Software that is subject to the Services and the Services to be delivered under the terms of this Agreement.
Spector shall use reasonable endeavours to complete the Statement of Work by the Estimated Completion Date set out on the Quote, subject to the limitations expressed in this Agreement.
The Services provided shall include those of the following as set out in the Quote
- Technical consultancy services
- Implementation services
- Management Services
- Governance, Risk And Compliance Services

4. Clause Intentionally Unused

5. CLIENT’S OBLIGATIONS

During the term of this Agreement, the Client shall:

Purchase from Spector the Hardware and / or Software and Services set out in the Quote.
Pay any additional Charges reasonably levied by Spector.
Be responsible for the accuracy of all information supplied to Spector and subsequently relied upon by Spector in the execution of the Professional Services.
If applicable, provide a suitable, secure location for a storage container for the duration of the installation works.
Not copy, reverse engineer or modify any software or copy any manuals or documentation provided by Spector under the terms of this Agreement.
Follow the change request procedure set out in the Service Schedule in the event that the Client requires a change to the Design Specification or other deliverables.
If applicable, the Client shall be responsible for carrying out its acceptance testing / acceptance testing against the acceptance criteria set out in the Quote. The Client shall, within 30 days of handover, advise Spector of any non-conformances that it has identified, whereupon Spector shall address all outstanding non-conformances.

6. SPECTOR’S OBLIGATIONS
During the term of this Agreement, and subject to the performance by the Client of its obligations hereunder, Spector shall

Provide the Services set out in this Agreement, subject to any service limitations set out in this Agreement and the Quote.
If Spector provides solution design and / or implementation services, it shall:
- Provide Hardware and / or Software as set out within the Quote.
- Test and commission all Hardware and Software installed at the Client’s site and furnish the Client with copies of all test reports generated by the testing process.
- Provide to the Client with copies of documentation required to assist its use of the Hardware and Software and where such documentation exists only on a web interface, access to such.
- Make available an account or project manager as appropriate to act as a single point of contact for the Client for the duration of the Statement of Work.
- Make reasonable endeavours to complete Statement of Work by the Estimated Completion Date, but shall have no liability in the event of failure to do so.
- If the Estimated Completion Date is not set out on the Quote, advise the Client as soon as it becomes aware of the Estimated Completion Date.
- If, after providing an Estimated Completion Date, Spector becomes aware of a change to such, advise the Client of the revised date as soon as reasonably possible.

7. Clause Intentionally Unused

8. GENERAL

If Spector is to provide technical implementation services, by entering into this Agreement, the Client acknowledges that it accepts the Design Specification provided by Spector in the Quote and accepts the contents, designs, proposals and recommendations therein. Spector shall not be liable for:
- Any errors subsequently identified in the Design Specification;
- Any claims that arise from errors in the Design Specification
- Any claims that subsequently arise regarding the suitability for the Client’s purpose of any part of the Design Specification or Hardware
The Design Specification and any ideas, techniques, know-how or methodologies developed by Spector during the execution of this Agreement shall be owned by and remain the property of Spector.
If the Client requires additional equipment, software or services from third parties, the provision of such shall be contracted directly between the Client and the third parties and if at the Client’s request, Spector arranges the same, it shall be as an agent for the Client and Spector shall have no liability whatsoever in relation to the third-parties’ equipment, software or services.
All Goods and Software that is the subject of this Agreement shall be purchased under the terms of separate agreements for the sale of goods or subscription services, as applicable.

10. TERMINATION

In addition to the provisions of clause 11 of the General Terms and Conditions, this Agreement may also be terminated:
- By either party giving the other not less than thirty days notice in writing
- By the Client giving thirty days’ notice in writing if Spector makes a change to the Services or terms of this Agreement which is materially disadvantageous to the Client (for the avoidance of doubt, not including changes to Charges) PROVIDED THAT such notice is given within twenty eight days of the effective date of the change and such change does not arise from a statutory requirement issued by government, a regulatory body or other competent authority.

11. CHARGES AND PAYMENT

By entering into this Agreement, the Client agrees to purchase and pay for:
- The Hardware and Software set out in the Quote
- The Professional Services set out in the Quote
- All agreed, chargeable Change Requests that result from a change to the Client’s requirements from the Quote.
If the Client terminates this Agreement for convenience, or if Spector terminates such by reason of Client’s un-remedied breach of the terms of the same, the Client shall be liable for:
- Payment for all Hardware either ordered by Spector for the purpose of fulfilling the Quote or supplied to the Client at the date of termination
- All Charges for Professional Services that have been incurred by the Client up to the date of termination and any costs that are incurred by Spector directly as a result of the termination.
The Client agrees to pay Spector’s invoices according to the terms of clause 9 the General Terms and Conditions, which shall be raised according to the schedule of payments set out in the Quote.
The prices quoted on the Quote are based on the supply of Hardware, Software and Services set out in the Quote. If the Client’s requirement changes after signature of the Quote, Spector shall raise a new order to cover the amended requirement.

11. LIMITATIONS

Spector shall not be responsible for the installation, programming, configuration or management of software or equipment that has not been provided by Spector.
Unless expressly stated in the Quote, the decommissioning and / or removal of existing equipment and cabling is not covered by the terms of this Agreement.
The Services shall be carried out by Spector during the Working Day, save as expressly set out otherwise in the Quote.
The supply, installation and implementation of incoming services (including electrical supply and communications), is the responsibility of the Client.

12. WARRANTY

With regard to Hardware supplied by Spector, Spector’s terms of warranty are set out in the parties’ agreement for the sale of goods.
With regard to the installation, testing and commissioning of the Hardware and Software, Spector warrants that such shall be performed by competent staff, exercising a level of skill appropriate to their responsibilities and shall, for a Warranty Period of thirty days from the Completion Date, make good any failure in the installation or configuration of the Hardware or Software arising from a failure of Spector, its employees or subcontractors, at no charge to the Client.

Service Schedule.
The following Service Schedule sets out all of the Services that may be provided by Spector. The actual Services and scope thereof to be provided under the terms of this Agreement are listed on the Quote.

1. Professional Services

Consultancy Services Spector will provide consultancy services as a discrete Statement of Work, according to the Quote. Consultancy services may include any of the following:
- Technical Consultancy Technical consultancy may include technical advice, assisting with road-mapping the Client’s IT strategy, advising on current landscape and technology changes and understanding the Client’s business requirements to determine recommendations and changes where appropriate. The scope of the technical consultancy and deliverables, typically a report, will be set out on the Quote.
- Solution Design Services Solution design services include assessment of the Client’s requirement and the design of a solution, including as appropriate, server architecture, software, configuration and local and wide area network infrastructure. The solution will be documented in a Design Specification which may form part of an order for implementation services that may be delivered as further described in these Supplementary Terms, under the terms of the new order. The scope of the design services and deliverables, typically a Design Specification, will be set out on the Quote.
- Site Surveys Site surveys will be provided as set out on the Quote as required to support either design or implementation services, as required. Further site surveys may be provided resulting from agreed Change Requests.
- Business Solutions Consultancy Spector will provide business consultancy as set out and fully described on the Quote.
- Project Management Spector will project manage technical implementations using its preferred management methodology. Project management activities shall include project planning, project/milestone reviews with the Client, change request management, issue management, configuration management, project reporting and supplier management including liaison with suppliers of hardware and enabling services.
- Training Spector will provide technical and end user training to the Client’s nominated staff. Training will be provided by experienced staff with a deep understanding of the subject matter. The number of staff to be trained, the subject matter and scope of the training, if appropriate details of any testing and / or accreditation and the location at which the training is to be provided will be set out on the Quote.
Technical Implementation Services Spector will provide technical implementation services as a discrete Statement of Work, according to the Quote. Implementation services may include any of the following:
- Procurement and Supply of Hardware and Software As set out on the Quote, Spector will procure Hardware and Software from its suppliers, if required stage the Hardware and deliver it to the Client’s Site.
- Installation of Hardware and Software at the Client’s Site Spector will install Hardware and Software at the Client’s Site, as per the Quote, either using its own staff or sub-contractors as appropriate, on the dates specified in the Quote or otherwise agreed.
- Hardware Configuration Where installed Hardware and Software requires configuration, Spector will configure the Hardware and Software as per the Quote.
- Commissioning and Testing Prior to handover to the Client, Spector shall test the full installation, address any non-conformity and ensure that the installed Hardware and Software is performing to the standards set out in the Quote. Spector will furnish the Client with copies of all test results.
- Acceptance Testing The Client shall be responsible for carrying out its own acceptance testing / acceptance testing against the acceptance criteria set out in the Quote. The Client shall, within 30 days of handover, advise Spector of any non-conformances that it has identified and Spector shall address all outstanding non-conformances.

2. Change Request Process

Change requests may be raised by the Client in response to changing requirements or by Spector resulting from issues arising from the implementation.
Spector shall process a Change Request made by Client as follows:
- Within two Working Days of receiving the Change Request Spector will acknowledge receipt
- Within three Working Days of acknowledging receipt, Spector shall verify the Change Request and notify Client of its response
- Provided that Spector agrees with the Change Request, Spector shall provide the Client with a timescale and plan for implementation and also provide the cost of implementation, if applicable; or
- If Spector does not agree with the Change Request, Spector will explain the reasons, including any associated risks, to the Client and offer to provide consultancy services with the objective of finding an alternative solution. Consultancy is chargeable at Spector’s prevailing rate.
- The Client shall notify Spector of its decision to proceed or not with the Change Request, in writing, within five Working Days of Spector’s response.
Spector shall process a Change Request that it raises as follows:
- Spector shall provide the Client with technical details and its reason(s) for making the Change Request, a timescale and plan for implementation and also provide the cost of implementation, if applicable.
- The Client shall notify Spector of its decision to proceed or not with the Change Request, in writing, within five Working Days of Spector’s request.
- If the Client declines to accept the Change Request, the Change Request will not be implemented and either:
  - a) Spector will request written confirmation that Client understands and accepts the risks involved. Under these circumstances Spector shall have no liability to Client in the event that failure to make the change causes degradation to the performance of the installed Hardware; or
  - b) Spector will offer to provide consultancy services to Client, with the objective of finding an alternative solution. Consultancy is chargeable at Spector’s prevailing rates.

3. Contact
Spector’s professional services team may be contacted at any time during the Statement of Work by telephone on +353 1 6644190

Spector – Terms of Service – Supplementary Terms – Professional Services

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