1.1 The Support term shall commence on the Service Start Date and shall continue for the Initial Period. It is a condition of us performing the Support from the Service Start Date that: (i) you pay the first Product Fees and any On-Premise Fees in full prior to the Service Start Date; and (ii) all related implementation and onboarding Project Services are complete.
1.2 You must pay On-Premise Fees monthly in advance by Direct Debit.
1.3 If we are unable to commence Support from the Service Start Date due to an act or omission of you or your suppliers, we shall still be entitled to invoice you for the On-Premise Fees from the Service Start Date in accordance with the Contract.
1.4 We reserve the right to charge additional Fees for Additional Support in the event:
1.4.1 You request that additional Users be subject to Support Services, or we discover additional Users have been accessing Support as provided for under paragraph 2 (new Users/Workstations));
1.4.2 Access to the IT Infrastructure, System and/or Sites is hindered or the environmental conditions at the Site/s are reasonably considered by us to be unsafe or hazardous;
1.4.3 If you introduce or require us to introduce new third-party hardware and/or software that is outside the scope of existing Order Form and/or Project Scope
1.4.4 In respect of MAUD Events , which are not covered by Support (including Contracted Hours support); and
1.4.5 If you request that additional assets are included within the System for Support.
1.5 Additional Support will be invoiced at the rate specified in the Order Form, or our standard hourly rate if not specified. We may invoice you for Additional Support at any time and payment shall be taken by Direct Debit monthly in arrears.
1.6 The provision of the Support (excluding Contracted Hours) will always be provided for Products, and will be subject to Service Levels and Service Credits as may be specified in the SLA. However, We cannot guarantee resolution times or that our monitoring service or software will detect every type of virus, failure or defect.
1.7 You may terminate Contracted Hours by way of written notice:
1.7.1 at the end of the Initial Period by giving no less than 90 days’ notice, such notice to expire on or before the last date of the Initial Period; or
1.7.2 as otherwise specifically provided for in the Contract.
1.8 If you do not give notice in accordance with paragraph 1.7.1 (Support Terms), the term of Contracted Hours shall automatically renew for subsequent, consecutive periods each of the same duration as the Initial Period(each an “Extension Period”).
1.9 You may terminate Contracted Hours on the expiry of an Extension Period by giving at least 90 days’ written notice, such notice to expire on or before the last date of the Extension Period. If notice is not provided, then the Contract Hours Support shall extend for additional Extension Periods in accordance with paragraph 1.8 (Support terms)
1.10 You may terminate Support and Products in whole or part in the event we fail to achieve 3 or more Service Levels each month in any consecutive 3 month rolling period.
1.11 In the event of cancellation or termination of Support other than as permitted under the Contract, you remain liable to pay the On-Premise Fees for the entire then current Initial Period or Extension Period.
1.12 If Contracted Hours support is terminated by you and the delivery of other Services, in whole or part, is dependent on such Contracted Hours, then we may terminate the related Contract in whole or in part, or any Service thereunder, at our sole option by giving written notice to you. Such termination shall take effect on the date on which the Contracted Hours support is terminated.
1.13 In the event of termination under either paragraph 10 or 1.12 (Support Terms) we shall refund any Fees paid for Services not yet received on a pro rata basis, save for any portion of Fees applicable for third party Software and/or services for which Matrix 247 is unable to obtain a refund on cancellation or early termination of the Contract by you.
1.14 We shall only be required to provide Support on the System as specified in the Order Form. It is your responsibility to notify us of any changes to the asset list comprising the System. We will not provide any refund or credit in respect of Support provided for retired assets that have not been reported to us.
1.15 Any unused Contracted hours will not carry over to the next month.
1.16 For Contracted Hours, all on-premise support carried out will be invoiced in 15-minute increments following the initial minimum increment of 1 hour.
2. New Users/Workstations
2.1 If you want to add new Users or remove existing Users from the scope of Support, you must notify us by submitting the relevant request form no less than five Working Days in advance.
2.2 The On-Premise Fees for any new Users or workstations will be automatically included in the On-Premise Fees, on the existing rate or pro rata as applicable, from the date we receive the request form pursuant to paragraph 19.1 (Appendix A) at our standard rate (unless otherwise agreed in writing).
2.3 If you wish to reduce User numbers then such reduction may be available, but will be in accordance with the Product types and volumes already agreed in the Order Form. If a reduction of Users is not anticipated in the Order Form, then such reduction will only be possible with our consent.
2.4 Any change in User numbers shall apply for the remainder of Initial Period or Extension Period as applicable, and thereafter if renewed.