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V2021-1

1. Interpretation

1.1. The following definitions and rules of interpretation apply in these Conditions.

1.2 Definitions
Commencement Date:
has the meaning given to it in the MSA Terms;
Cover Days: means the days of the week (excluding bank holidays unless otherwise agreed by Wavenet) specified in the Customer Service Document, unless bespoke Cover Days are agreed and specified in the Contract;
Coverage Hours: means the hours specified in the Customer Service Document, unless bespoke hours are agreed and specified in the Contract;
Contract: has the meaning given to it in the MSA Terms;
Customer Support Agreement: the schedule setting out the terms and conditions upon which Wavenet agrees to provide Support Services to the Customer, including the Service Level Agreement, as updated from time to time;
Early Termination Charge: as defined in the MSA Terms;
Fee: means the applicable fee(s) or tariff(s) calculated in accordance with Wavenet’s standard rates from time to time, which are available from Wavenet on request;
Force Majeure Event: has the meaning given to it in the MSA Terms;
Initial Term: as defined in the MSA Terms;
IT Support Charge: means the sum payable by the Customer in respect of the IT Support Services, which for the Initial Term is as specified in the Contract, as adjusted in accordance with the MSA Terms;
IT Support Services: means in relation to the Supported Devices and Services during the Coverage Hours on the Cover Days: (i) the provision of a Fault Response; and (ii) maintenance, repairs and replacement of parts in accordance with the Support Level, in both cases as required as a result of fair wear and tear incurred after the Commencement Date, in all cases excluding in relation to Excluded Faults;
MAT: means a maintenance acceptance test to verify that the Maintained Devices is in good working order on the Commencement Date;
MSA Terms: means Wavenet’s master services agreement terms and conditions which are attached or referred to in the Contract;
Payment Method: means the payment method specified in the MSA Terms (unless any alternative method has been agreed and is specified in the Contract);
Renewal Term: has the meaning given to it in the MSA Terms;
Service Terms: as defined in the MSA Terms, which includes these IT Support Services Terms and Conditions;
Site: means the Customer’s site at which the Services shall be provided, as set out in the Client Agreement;
Supported Devices: means the Devices, software specified in the Contract in respect of which Wavenet shall provide the Services, together with any Additional Devices, each of which shall be installed at the Site (except Excluded Devices); and
Support Level: means the Support Level specified in the Customer Service Document;
References to “clauses” are to clauses of these terms and conditions (and not clauses of the MSA Terms), unless otherwise stated.

2. Service Terms
2.1. These IT Support Services Terms and Conditions shall apply to and be incorporated into the Contract if Wavenet is providing IT Support Services in accordance with the Contract.

3. Payment
3.1. Unless otherwise stated in the Contract, Wavenet shall be entitled to invoice the Customer for the IT Support Services Monthly in advance on or before the Commencement Date.
3.2. All invoices must be paid to Wavenet in accordance with the MSA Terms in cleared funds by the Payment Method.
3.3. The IT Support Services charge may be adjusted in accordance with the MSA Terms and at Wavenet’s reasonable discretion to take into account any Additional Devices. Where applicable, if the Customer prevents Wavenet from remotely accessing the Maintained Devices (whether by failing to provide a suitable remote access facility or otherwise), Wavenet may increase the IT Support Services Charge by a reasonable sum to reflect the increase in cost to Wavenet of providing the IT Support Services.
3.4. Wavenet shall have the right to vary the IT Support Services Charge in accordance with the MSA.

4. IT Support Services
The following Conditions apply to the supply of IT Support Services:
4.1 Supply of IT Support Services
4.1.1 In consideration for payment of the Charges, Wavenet will supply the IT Support Services to the Customer in accordance with these Conditions.
4.1.2 Wavenet will use reasonable endeavours to provide the IT Support Services within the timescales set out in the Support Agreement. However the Company is not bound by such timescales.
4.1.3 Wavenet may use any method of support it considers appropriate to resolve any issue raised by the Customer.
4.1.4 If the IT Support Services are to be provided remotely, the Customer must provide such information as is required to permit remote access by Wavenet.
4.2 Licenses and Consents
4.2.1 Wavenet shall not install any software or applications unless the Customer provides the correct media, backup and/or licence on request.
4.2.2 The Customer shall obtain all such licences and consents as may be necessary for the Customer to use any IT systems which the Customer operates and for the IT Support Services to be provided in respect of those IT systems. The Company shall not be responsible for any unlicensed software which is operated by the Customer.
4.3 Training and Guidance
4.3.1 Wavenet will not provide any training and/or guidance in the event that the Company is unfamiliar with any of the hardware and/or software used by the Customer.
4.4 Acknowledgement
4.4.1 The Customer acknowledges that if any IT system is working correctly when the IT system is checked by the Company this does not mean that the IT system will continue to operate correctly thereafter.

5. Customer’s obligations
5.1. The Customer shall:
5.2. except if Wavenet is responsible for maintaining, or has supplied and installed, the Devices immediately prior to the Commencement Date, ensure that the Supported Devices is in good working order on or before the Commencement Date. Wavenet may carry out a MAT on or before the Commencement Date. If the MAT is passed then Fault Notifications may be logged and the Wavenet shall provide the IT Support Services. If the MAT is failed Wavenet may at its discretion:
5.2.1. request that any specific remedial action is carried out by the Customer at its cost prior to Wavenet providing the IT Support Services; and/or
5.2.2. carry out any necessary remedial action to ensure that the Supported Devices passes the MAT and charge the applicable Fee to the Customer.
5.3. provide Fault Notifications as soon as possible;
5.4. ensure that any Supported Devices which Wavenet is to collect from the Customer in response to a Fault Notification is duly packaged and addressed, corresponds to the description of the Supported Devices which the Customer has reported to Wavenet and is ready for collection by Wavenet at the date and time specified by Wavenet. Replacement parts provided by Wavenet (if applicable) may be new, second-hand or reconditioned;
5.5. operate and care for the Supported Devices in accordance with Wavenet’s reasonable instructions, the manufacturer’s guidance and good industry practice;
5.8. maintain at its expense a suitable environment for the Supported Devices at the Site in accordance with the manufacturer’s written specifications including a stable and clean power supply (without surges), air conditioning and humidity control, heating, lighting, ventilation, private wires, jack sockets and any other items or conditions as are necessary for the efficient operation of the Supported Devices and for the provision of the Services;
5.9. ensure that adequate security is in place at the Site to prevent damage to, unauthorised use of or access to, or intrusion of any virus or malicious material into, the Supported Devices and/or the Site;
5.10. provide Wavenet with safe and unhindered access to the Site and the Supported Devices at all reasonable times (including remote system administration access to all Supported Devices) and provide such other reasonable information and assistance as Wavenet requests for the provision of the Services (including working and storage space at the Site and all documentation and other information necessary for Wavenet to diagnose any fault in the Supported Devices including an accurate Network diagram);
5.11. notify Wavenet fourteen (14) days prior to commencement of any Customer Alterations. The Customer shall ensure that all Customer Alterations are carried out by an installer approved in advance by Wavenet.

6. Termination
6.1. Either party may terminate the Contract in relation to the provision of IT Support Services in accordance with these IT Support Services terms and conditions and/or the MSA Terms.
6.2. If the contract is terminated before the expiry of the Initial Term or Renewal Term for any reason, then without prejudice to any of Wavenet’s other rights and remedies, the Customer shall immediately pay to Wavenet an Early Termination Charge equal to any unpaid part of the Annual Maintenance Charge for the entire Minimum Term or Renewal Term.