FLUENT COMMUNICATIONS LIMITED
SERVICE SPECIFIC TERMS
The Agreement between you and Fluent Communications Limited (“we/us”) for the engagement of our services is governed by the General Terms and these Service Specific Terms as set out below.
DEFINITIONS
1. In this Agreement, the following words and phrases shall, unless the context otherwise requires, have the following meanings:
'Client IT'
any components of your current IT infrastructure (including but not limited to cabling, hardware and software) whether or not located at the Site
‘Security Failure’
any intrusion due to: the failure of the security of the Client’s IT or a failure by you to mitigate the risk of the Services being used fraudulently and failing to maintain security and confidentiality of authentication details, disabling access to any accounts that are compromised and failing to mitigate exposure to any suspected or known security breach by resetting passwords, and failing to prevent viruses, logic bombs or worms, Trojan horses any unauthorised access, unauthorised use, denial of service attack or denial of access or receipt or transmission of a malicious code, malicious software and any other types of disruptive destructive or nuisance programs and/or any calls generated by rogue diallers or hackers, which causes the destruction, modification, corruption, damage or deletion of data or, the disclosure of data and includes any such failure or intrusion resulting from the theft of a password or network access code from your premises or Client’s IT
‘System Failure’
any negligent act or negligent failure to act by an officer director or employee of you whilst operating, maintaining or upgrading the Client’s IT
‘Virus’
anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
‘We/us’
Fluent Communications Limited
‘You’
the client detailed on the Order Form
2. CLIENT'S OBLIGATIONS AND WARRANTIES
2.1. YOU UNDERTAKE THROUGHOUT THE TERM OF THIS AGREEMENT TO:
2.1.1. enter into and maintain contracts directly with Third Party Providers and ensure that such contracts permit us to request resources from each Third-Party Provider on behalf of you when required in order to carry out the Services;
2.1.2. keep in place current software maintenance agreements with the vendors of all supported software applications used by you to ensure adequate assistance from such vendors if required;
2.1.3. provide us with all assistance, materials and accurate information for the purposes of enabling us to provide the Services;
2.1.4. ensure that all personnel assigned by it to provide assistance to us shall have the requisite skill, qualification and experience to perform the tasks assigned to them;
2.1.5. take all reasonable precautions to prevent a Security Failure or a System Failure and comply with any security measures suggested by us;
2.1.6. keep all relevant software licenses up to date and ensure that all software is obtained from a recognisable and valid source;
2.1.7. ensure that all your staff are fully trained and aware of any requirements under this clause 2.1;
2.1.8. notify us as soon as you become aware of a Security Failure, a System Failure or a Virus, and you acknowledge and agree that we will not be liable for any loss prior to the date of notification.
2.2. YOU WARRANT THAT YOU ARE THE OWNER OF ALL THE CLIENT IT (INCLUDING ANY MACHINES, DRAWINGS, CONNECTORS, CABLES, PARTS OR OTHER ITEMS, COMPUTER ROOM DOCUMENTS, MANUALS, TAPES, DISK MEDIA, ITEMS OF FURNITURE AND OTHER EQUIPMENT WHICH IS THE SUBJECT OF SERVICES TO BE PROVIDED BY US), OR ARE AUTHORISED BY THE OWNER THEREOF TO MAKE THEM AVAILABLE TO US.
2.3. YOU WARRANT THAT THE DETAILS OF THE EXISTING HARDWARE AND SOFTWARE AT THE PREMISES AND ALL CURRENT LICENCES YOU HOLD FOR SOFTWARE PROVIDED TO US ARE COMPLETE AND ACCURATE.
2.4. You shall be liable for any loss, cost, expense or liability resulting from the use of your passwords whether or not this use was with your authority.
2.5. You shall pay additional Charges, (including charges to remedy or deal with a Security Failure, a System Failure or a Virus) which shall be invoiced by us to you.
3. Acceptance of software
3.1. Where we supply any software to you, such software shall be subject to acceptance by you pursuant to this clause.
3.2. We shall notify you when installation is complete. We shall supply to you immediately after installation of any software, test data which in the reasonable opinion of the parties is suitable to test whether the software performs to the specification agreed between the parties. You shall not be entitled to object to such test data or expected results unless you can demonstrate to us that they are not suitable for testing the software as aforesaid, in which event we shall make any reasonable amendments to such test data and expected results as you may request. Subject to the receipt of such test data and expected results, you shall process such data, in the presence of us or its authorised representative, by way of acceptance testing within 7 days after such receipt at a time mutually convenient to both parties.
3.3. You shall accept the software immediately after we have demonstrated that the software has correctly processed the test data by achieving the expected results.
3.4. If the software fails to pass the tests referred to in clause 3.2 you shall notify Us of such failure. we shall, within 3 days following notification of the relevant failure, at its own expense correct the errors in the software and notify you that it is ready to repeat the tests. Such tests shall be repeated within 7 days after such notice at a time mutually convenient to both parties.
3.5. Notwithstanding the above, installation of the software shall be deemed to be completed and the software shall be deemed to be accepted upon successful execution of the tests referred to above including as a result of your failure to notify us of the failure of any tests within the timescales provided above or when the software has been put into operational use by you, whichever is the earlier.
4. Co-operation between the parties
4.1. Each party will appoint a Service Contact to deal with any Change Control Procedure. The first appointees are as set out in the Order Form. Neither party shall change its Service Contacts without prior consultation with the other.