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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.
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“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;
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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;
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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
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