Master Services Agreement

This MASTER SERVICES AGREEMENT governs the content of all Statements of Services.

 WHEREAS:

A. Galtec is a supplier of IT related services and equipment.

B. The parties have agreed to enter into this Agreement to enable the provision of the Services and (where applicable) associated equipment by Galtec to the Customer.

C. The Customer has entered into this Agreement, as in certain Statement of Services, the Payer may be a different legal entity to the Customer and vice versa. Where this is the case, the Customer and Buyer are part of the same group of companies.

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

In this Agreement capitalised terms shall have the meanings set out in the “Definitions” table above.

1.2 Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

1.3 The Schedule to this Agreement forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule.

1.4 Other than for a notice given under clause 14, references to “writing” or “written” includes faxes and email.

1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

COMMENCEMENT AND DURATION

2.1  This Agreement shall commence on the Commencement Date as specified within any given Statement of Services and shall, subject to clause 10, continue for the Term unless the Customer gives Galtec not less than 3 months’ notice in writing of its desire to terminate this Agreement before the expiration of the Term, with such notice expiring no earlier than the first anniversary of the Commencement Date or, following the expiry of the first anniversary of the Commencement Date at the end of any 3 month period thereafter and on the completion of all Statement of Services entered into before the date on which it is served.

2.2  The Customer may choose to terminate a Statement of Services before the specified term by giving Galtec a written notice at least 3 months in advance, following the conditions mentioned in clause 2.1. The earliest possible termination date must be after the first anniversary of the commencement date mentioned in the relevant Statement of Services. If the first anniversary of the Commencement Date has passed, the notice can be given at the end of any subsequent 3-month period. In case the relevant Statement of Services does not list any specific early termination fee, the Customer agrees to pay Galtec the remainder of all fees for the entire term specified in that Statement of Services upon early termination. However, if an early termination fee is already specified in the Statement of Services, the Customer must pay that amount to Galtec within 7 days of the date of such early termination.

2.3  If there are no uncompleted Statement of Services as at the date notice to terminate is served under clause 2.1, such notice shall terminate this Agreement with immediate effect.

2.4  The parties shall not enter into any further Statement of Services after the date on which notice to terminate is served under clause 2.1.

2.5  The Customer may procure any of the Services by agreeing a Statement of Services with Galtec pursuant to clause 3.

2.6  Galtec shall provide the Services from the date and for the period of time specified in the relevant Statement of Services.

2.7   If the Customer and/or the Payer wishes to extend this Agreement beyond the expiry of the Term, it shall give Galtec at least 3 months' written notice of such intention prior to the expiry of the Term. If the Customer and/or the Payer gives such notice, then the parties shall negotiate in good faith to agree the terms of such extension on the same or similar terms as this Agreement by not later than 14 days prior to the expiry of the Term.

2.8  If the Customer and/or the Payer does not wish to extend this Agreement beyond the Term or the parties cannot agree the terms of such extension in accordance with clause 2.7, this Agreement shall expire on the expiry of the Term and the provisions of clauses 10.3 and 10.4 shall apply.

STATEMENT OF SERVICES

3.1   Each Statement of Services shall be agreed in the following manner:

3.1.1  the Customer shall ask Galtec to provide any or all of the services available from Galtec from time to time and provide Galtec with as much information as Galtec reasonably requests in order to prepare a draft Statement of Services for the Services requested;

3.1.2  following receipt of the information requested from the Customer, Galtec shall, as soon as reasonably practicable either:

3.1.2.1  inform the Customer that it declines to provide the requested Services; or

3.1.2.2  provide the Customer with a draft Statement of Services.

3.1.3  if Galtec provides the Customer with a draft Statement of Services pursuant to clause 3.1.2.2, Galtec and the Customer shall discuss and agree that draft Statement of Services; and

3.1.4  all parties shall sign the draft Statement of Services when it is agreed.

3.2   Once a Statement of Services has been agreed and signed in accordance with clause 3.1.4, no amendment shall be made to it except in accordance with the preceding provisions of this clause 3.

3.3   Each Statement of Services shall be part of this Agreement and shall not form a separate contract to it.

3.4  Subject to clause 3.5 and 3.6, either the Customer or Galtec may propose changes to the scope and execution of the Services but no proposed changes to the Services shall come into effect until a new Statement of Services has been agreed and signed by all parties in accordance with this clause 3.

3.5  If Galtec wish to make a change to the Services, Galtec shall provide a draft Statement of Services to the Customer and the provisions of clauses 3.1.3 to 3.3 (inclusive) shall apply.

3.6  If the Customer wishes to make a change to the Services:

3.6.1   it shall notify Galtec and provide as much detail as Galtec reasonably requires of the proposed changes, including the timing of the proposed change; and

3.6.2  Galtec shall, as soon as reasonably practicable after receiving the information at clause 3.6.1 provide a draft Statement of Services to the Customer and the provisions of clauses 3.1.3 to 3.3 (inclusive) shall apply.

GALTEC’S APPOINTMENT AND UNDERTAKING

4.1  Subject to the terms and conditions of this Agreement the Customer engages Galtec as the sole and exclusive provider of the Services to the Customer during the term set out in each Statement of Services.

4.2  Subject to the Customer providing the Dependency Services and the Customer complying with any relevant Customer obligations set out in clause 7 or a Statement of Services, Galtec hereby undertakes to use reasonable endeavours to provide the Services to the Customer during the term set out in each Statement of Services.

4.3  The Services shall be provided on Galtec’s standard conditions of sale (a copy of which is annexed hereto) save where such conditions conflict with the provisions of this Agreement in which case the terms of this Agreement will prevail.

SERVICE LEVELS AND TUPE

5.1  Subject to the Customer providing the Dependency Services and the Customer complying with any relevant Customer obligations set out in clause 7 or a Statement of Services, Galtec shall use reasonable endeavours to provide the Services in accordance with the Service Levels.

5.2  If TUPE is applicable in relation to the Services under a Statement of Services, the provisions of Schedule 2 shall apply on commencement of that Statement of Services.

CHARGES

6.1  Subject to the remaining provisions of this clause 6, Galtec shall invoice the Payer for the Charges at the rates and intervals specified in a Statement of Services. If no intervals are so specified, Galtec shall invoice the Payer at the commencement of each quarter for Services performed for the following quarter.  Such Charges shall be paid by the Payer within 30 days of receipt of Galtec’s invoice therefor.

6.2  Where the Charges are:

6.2.1   calculated on a time and material basis, Galtec’s fee rates for providing the relevant Services shall be set out in the Statement of Services; and

6.2.2  calculated on a fixed price basis, the amount of those Charges shall be as set out in a Statement of Services.

6.3   Where the Services includes changes any customer IT service, such changes will be processed at the rates specified in a Statement of Services and will be invoiced at the end of the calendar month in which the Service is carried out. Such Charges shall be paid by the Payer within 30 days of receipt of Galtec’s invoice therefor. Charges will be estimated at the start of the process. In the event that more time is required than was initially forecast for the process, Galtec  will advise the Customer of the additional estimated time required as soon as reasonably possible and will seek approval before carrying out further Services on the relevant process.

6.4  The Charges exclude, the cost of hotel, subsistence, and any other ancillary expenses or third party charges reasonably incurred by Galtec in connection with the Services and such expenses and charges shall (if set out in the Statement of Services) be charged at the rate(s) set out in the Statement of Services. If Galtec incurs any expenses or charges in the course of providing the relevant Services which are not set out in the relevant Statement of Services, such expenses or charges shall be agreed in advance with the Customer and subject to production of receipts or other evidence of payment. All such expenses or charges are payable by the Customer monthly in arrears, within 30 days of receipt of Galtec’s invoice therefor.

6.5  The Charges will be re-evaluated at the end of the first 3 months period of the term set out in a Statement of Services and the relevant Statement of Services shall be amended in accordance with the provisions of clauses 3.4 to 3.6 (inclusive) to be in line with the expected consumption of the Services for the remainder of such term. Agreed Charges will be fixed from the second 3 month period onwards for the remainder of the term set out in a Statement of Services.

6.6  All sums payable to Galtec under this Agreement are exclusive of VAT and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.7  Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Galtec any sum due under this Agreement, including under a Statement of Services, on the due date Galtec may suspend part or all of the Services from the expiry of 14 days from the date of Galtec’s written notice that such sum is due until payment has been made in full.

6.8  Unless otherwise specified within a Statement of Services, the allocation of courier costs between Galtec and Customer shall be as follows:

6.8.1  Galtec shall assume full cost ownership and management responsibility for all goods that are dispatched from Galtec’s site(s) and delivered to Customer site(s).  

     6.8.2  Customer shall assume full cost ownership and management responsibility for all goods that are dispatched from Customer site(s) and delivered to Galtec site(s).

6.9  Where additional Galtec works are required to resolve issues caused by user error, unplanned office move, absence of internet service, new or out of support hardware or software, or devices not covered under a relevant Statement of Services, such remediation will be charged at the rates specified in a Statement of Services and will be invoiced at the end of the calendar month in which the Service is carried out. Such Charges shall be paid by the Payer within 30 days of receipt of Galtec’s invoice therefor.

CUSTOMER RESPONSIBILITIES AND OBLIGATIONS

7.1   The Customer shall be solely responsible for:-

        7.1.1  the accuracy and content of any information provided by the Customer to Galtec; 

7.1.2  providing Galtec with sufficient information to enable it to provide the Services hereunder;

7.1.3  ensuring that appropriate service level agreements are in place with other service provider service desk’s as may be required to ensure that the Dependency Services remain in place throughout the term of the relevant Statement of Services. In the event that the Dependency Services are unavailable, Galtec will not be liable for any breach of the Service Levels;

7.1.4  provision of all necessary licences and accounts within the any customer environment for Galtec’s engineers, employees, agents or consultant’s to delivery any service listed within a Statement of Services;

7.1.5  ensuring support from the manufacturer, or any other provider of all hardware and software assets associated with the Services is in place for all such hardware and software assets;

7.1.6  appoint a manager in respect of the Services, such person as identified in a Statement of Services. That person shall directly interface with Galtec’s manager, who is also identified in each Statement of Services, and have authority to contractually bind the Customer on all matters relating to the relevant Services;

7.1.7  provide, for Galtec, or its employees or agents, in a timely manner and at no charge, access to the Customer’s Site, office accommodation, data and other facilities as reasonably required by Galtec, including any Customer’s Site set out in the Statement of Services;

7.1.8  provide to Galtec in a timely manner all document, information, items and materials in any form (whether owned by the Customer or any other person) required under a Statement of Services or otherwise reasonably required by Galtec in connection with the Services and ensure that they are accurate and complete in all material respects;

7.1.9  if relevant, inform Galtec of all health and safety and security requirements that apply at any of the Customer’s Site, such requirements are as set out in the Statement of Services. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via a change in the relevant Statement of Services set out in the relevant provisions of clause 3;

7.1.10  ensure that all the Customer equipment, including any Customer equipment set out in the Statement of Services, is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all applicable laws, protocols, regulations, standards and statutes from time to time in force and all relevant United Kingdom standards or requirements;

7.1.11  obtain and maintain all necessary licences and consents and comply with all applicable laws, protocols, regulations, standards and statutes from time to time in force to enable Galtec to provide the Services, including in relation to the installation of the Galtec Equipment, the use of any Customer's equipment, including any Customer’s Site set out in the Statement of Services, insofar as such licences, consents and all applicable laws, protocols, regulations, standards and statutes from time to time in force relate to the Customer’s Site, business, employees and equipment;

7.1.12  not dispose of or use Galtec Equipment other than in accordance with Galtec’s written instructions or authorisation;  

7.1.13  comply with any additional obligations of the Customer set out in the relevant Statement of Services;

7.1.14  ensure that all devices within the support scope are online for a minimum of 2 hours at least once per week to allow for monitoring tooling software updates;

7.1.15   alert the Galtec Service Desk to any devices which have been decommissioned from service to allow engineers to carry out decommission activities on the monitoring platform;

7.1.16  provide and maintain an appropriate connection to the internet (including local firewall configuration) with your telecommunications provider for us to provide remote support. You are responsible for all connection charges to the Internet incurred by you unless otherwise specified within a Statement of Services;

7.1.17  keep secure any passwords issued to you relating to any IT services and advise Galtec immediately if you suspect the password has been compromised. All access using a password allocated to you is assumed to have been conclusively authorised by the Customer;

7.1.18  notify us in writing prior to modifying, updating, upgrading or installing any software or system which may affect our ability to deliver the service to you; and

7.1.19  acknowledge that there are additional costs to purchase tooling required to deliver services and accept that devices cannot be monitored, protected, patched, remotely connected to, upgraded, updated, supported or have any further works carried out until such licences are in place. You warrant that any remediation work to correct issues arising from a lack of purchasing this software to the supported network will result in charges to correct.

7.1.20  Ensuring that any provided software is not removed, copied, modified or obscured any copyright trademark or other proprietary rights notices contained in or on the Software provided. While Galtec is an approved licensor of specific software, all Software remains the intellectual property of the respective Software authors. The Company and the respective Software authors disclaim, to the extent permitted by applicable law, all liabilities for any damages, whether direct, indirect, or consequential arising from the Software and or its use. The Customer must not attempt to copy, distribute, reverse engineer, decompile, or otherwise disassemble any of the Software provided, except to the extent that such activity is permitted by applicable law. Software technical support to the Customer is managed by the Company in conjunction with respective Software authors. With the exception of the Customer’s own or proprietary Software (for which the Customer must make their own arrangements), the Company has agreements in place to escalate support to the Software authors should this be required.

7.2    Without prejudice to the generality of the foregoing, the Customer shall:-

7.2.1   notify Galtec of the identity of the employee, and their deputy, of the Customer with whom Galtec should raise enquiries relating to Service issues and any staff who are authorised to approved changes to the network or data access permissions;

7.2.2   inform Galtec of any changes requested by the Customer to any specification for the Services or any delivery requirements as soon as practicable, with such changes then to be dealt with in accordance with the provisions of clauses 3.4 and 3.5; and

7.2.3   specify clearly in all requests for the Services placed by the Customer instructions for despatch and/or mailing.

WARRANTY

8.1    Subject to the limitations upon its liability set out in clause 9 below Galtec warrants that:-

8.1.1  it will perform its obligations pursuant to this Agreement with reasonable care and skill and in compliance with the Service Levels; and

8.1.2   any Galtec Equipment supplied in the course of the Services will be of satisfactory quality at the time of delivery.

8.2  Save as aforesaid, all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the performance by Galtec of its obligations pursuant to this Agreement are hereby excluded to the fullest extent permitted by law.

LIMITATION OF LIABILITY

9.1   The following provisions set out Galtec’s entire liability (including any liability for the acts and omissions of its employees) to the Customer in respect of:-

9.1.1     any breach of its contractual obligations arising under this Agreement; and

9.1.2   any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement.

AND THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 9

9.2   Any act or omission on the part of Galtec falling within clause 9.1 above shall for the purposes of this clause 9 be known as an “Event of Default”.

9.3  Galtec’s entire liability in respect of any Event of Default shall not exceed amount equal to the value of six months of average annual Charges (calculated by reference to the Charges in successive 12-month periods from the date of this Agreement) paid by the Customer under this Agreement which may (at Galtec’s discretion) be reimbursed by being offset against the costs of future Services.

9.4   Galtec shall not for the avoidance of doubt be liable to the Customer in respect of any Event of Default for indirect loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Galtec had been advised of the possibility of the Customer incurring the same.

9.5   If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.

TERMINATION

10.1   This Agreement may be terminated:-

10.1.1   forthwith by Galtec if the Payer fails to pay any sum due within 30 days of receipt of notice that a payment is overdue;

10.1.2   forthwith by any party if any other party commits any persistent or material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 21 days of a written request to remedy the same; or

10.1.3   forthwith by any party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee administrator receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of any other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of any other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party.

10.2   The Customer may serve written notice on Galtec to terminate a Statement of Services from the date of such notice, if Galtec commits a material breach of clause 5.1 on one occasion in each calendar month during any period of three consecutive calendar months during the term set out in the relevant Statement of Services.

10.3   Unless this Agreement is extended beyond the expiry of the Term or a further Statement of Services for the relevant Services is agreed and signed in accordance with clauses 3.1 to 3.3 (inclusive), on termination or expiry of this Agreement or each Statement of Services:

10.3.1  the Payer shall immediately pay to Galtec all of Galtec’s outstanding unpaid invoices and any expenses or interest and, in respect of the Services supplied but for which no invoice has been submitted, Galtec may submit an invoice, which shall be payable immediately on receipt;

10.3.2  the Payer shall be reimbursed an amount equal to that part of any Charges paid by the Customer in advance of the relevant Services being supplied, unless such termination or expiry relates only to a Statement of Services, in which case Galtec may (at Galtec’s discretion) reimburse that part of such advance Charges by such amount being offset against the cost of future Services;

10.3.3   the Customer shall, within 14 days, return all of the Galtec Equipment. If the Customer fails to do so, then Galtec may enter the Customer’s Site and take possession of the Galtec Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

10.3.4   subject to the Payer paying to Galtec any transition charges in accordance with and as set out in a Statement of Services, Galtec shall, if so requested by the Customer, use reasonable endeavours to provide any assistance reasonably required by the Customer to facilitate the smooth transition of the Services to the Customer or any replacement supplier of the Services appointed by it.

10.4   On termination or expiry of this Agreement, the following clauses shall continue in force: clause 1 (Definitions and Interpretation), clause 9 (Limitation of liability), clauses 10.2 to 10.5 (inclusive), clause 11 (Entire Agreement), clause 15.1 and clause 16 (Confidentiality).

10.5  Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies to which a party may be entitled hereunder or at law and shall not affect any accrued rights or liabilities of the other parties.

ENTIRE AGREEMENT

11.  Galtec shall not be liable to the Customer for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of execution of this Agreement other than those representations agreements statements or undertakings expressly incorporated in this Agreement.

ASSIGNMENT

12.  None of the parties shall be entitled to assign this Agreement nor all or any of its rights and obligations hereunder without the prior written consent of the other.

CHANGES TO THE AGREEMENT

13.  Subject to clauses 3.4 to 3.6 (inclusive), this Agreement cannot be varied unless such variation is agreed in writing and signed by both parties.

NOTICES

14.1  Any notices to be given under this Agreement shall be in writing (excluding email) and delivered personally or sent by pre-paid first-class post or recorded delivery to the address at the beginning of this Agreement.

14.2  Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, and if sent by post, 48 hours after posting.

GENERAL

15.1  This Agreement shall be governed by, and construed in accordance with, the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England.

15.2  Provided it is installed on a device listed within a Statement of Services, the software supported under this Master Services Agreement consists of:

15.2.1.  All Microsoft Server Operating Systems currently in product support with Microsoft.

15.2.2  All Microsoft Desktop Operating Systems in product support with Microsoft.

15.2.3  Other operating systems: VMware ESX (all vendor supported versions), VMware vSphere (all vendor supported versions), VMware ESXi (all vendor supported versions), Microsoft Hyper-V (all vendor supported versions).

15.2.4  Microsoft server applications: All Microsoft supported versions of Exchange Server, SQL Server, ADFS Role, AD Sync, Remote Desktop Services, Office 365, Azure AD, Endpoint Manager and Office 365 Defender.

15.2.5  Other server applications: All Veeam supported of Veeam Backup software. 

15.2.6  Microsoft desktop applications: All Microsoft supported versions of Office and components including Visio, Project, Edge, ToDo, OneNote, Teams and Remote Desktop Connection. 

15.2.7  Other desktop applications: Mozilla Firefox; Google Chrome, Adobe, VMware workstation.

15.2.8  Anti-Virus applications: Galtec Managed Security Manager and EDR.

15.2.9  Corporate owned and BYOD iOS and Android mobile devices.

15.3  Software will only be supported by Galtec where it is covered by vendor general release support. Any software that is end of life will be supported on a best efforts basis but a resolution cannot be guaranteed.

15.4.  Our staff is our most valuable asset.  If you or a third party were to engage or try to engage them without our agreement, we would suffer serious loss.  You agree that you will not engage or try to engage our staff or introduce them to any third party other than in good faith and without any view to their engagement by a third party.

15.5  You further agree that if you do engage or try to engage (or if a third party does so following introduction by you) any member or former member of our staff who has within the immediately preceding 12 months been engaged in our provision of services for you, you will pay us by way of liquidated damages such sum as represents 150% of the annual gross salary for the individual in question.

15.6  We reserve the right to revise and amend our terms and conditions from time to time. If we change our terms and conditions, we will place our current terms and conditions on our website at www.galtec.com/it-services-master-services-agreement.

15.7   Galtec and Customer shall comply with the provisions of the EU General Data Protection Regulation and any related legislation insofar as the same relates to the provisions and obligations of this Agreement or data held by us. Further details about how Galtec processes data for IT services can be found on our website at www.galtec.com/privacy/it-services-data-protection-policy.

15.7   Unless otherwise specified in a Statement of Services, the Galtec Service Desk opening hours are Monday to Friday, 8:30am to 5:30pm, excluding bank holidays.

15.8   Galtec are not in any way responsible for any data loss that is due to incorrect or incomplete configuration of the backup software on Customer systems.

15.9   Licenses included within the Service are provided on a subscription service basis via Cloud Service Provider (CSP), Service Provider Licensing Agreement (SPLA), or other subscription license model and are valid whilst Charges are paid. It is the responsibility of the Customer to ensure that they have valid licenses and proof of purchase for Customer Software used within the Service and any other Software outside the scope of the Service. Customers must not contravene any software vendor’s End User Licensing Agreement (EULA). Customers accept that licensing costs are subject to change and price variation from manufacturers/software vendors, and the Company reserves the right to change software license costs in accordance.

CONFIDENTIALITY

16.1   Each of the parties undertakes to the other to keep confidential and not use for its own purpose or anyone else all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received from the other party save that which is:            

16.1.1   Trivial or obvious.

16.1.2  Already in its possession other than as a result of a breach of this clause.

16.1.3  In the public domain other than as a result of a breach of this clause.

16.1.4   For reasonable marketing or reference purposes.

16.2  Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employees, authorised agents and sub-contractors.

16.3  The provisions of this clause shall survive the termination of This Agreement.

FORCE MAJEURE

17.1  The Company reserves the right to suspend, vary or cancel the Service Agreement if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, flood, storms, breakdown, strikes, riots, lock outs, hostilities, no availability of materials or suppliers or any other event outside the control of The Company; and The Company shall not be held liable for any breach of contract resulting from such an event.

LEGAL COMPLIANCE

18.1   Galtec may monitor any content or traffic belonging to the Customer or the Customer’s Service Users to ensure the Service is used lawfully. Galtec may intercept or block any content or traffic belonging to the Customer where the Service is being used unlawfully or not in accordance with this Agreement. Such interception or block will be notified to the Customer by Galtec. Galtec is, however, under no duty to monitor or govern Customer data and/or activities, and Galtec disclaims any responsibility for any misuse of the Service by the Customer or its agents or staff.

17.2    In accordance with UK and International law, Galtec is legally obliged to suspend the Service and/or provide data to recognised authorities such as the Police and/or HM Customers & Excise on demand.

This agreement has been entered into on the date of the first signed Statement of Services.

SCHEDULE 1

Statement of Services

SCHEDULE 2

TUPE on entry

Schedule 2 - TUPE on entry

1.   TUPE on entry

1.1  In this Schedule 2 the following definitions apply:

(a)  Effective Date: the date on which a Statement of Services commences.

(b) Employees: those employees whose contract of employment transfer to Galtec from the Customer as at the Effective Date, being those employees who are listed in the applicable Statement of Services.

(c)  Employee Liability Information: in respect of each of the Employees:

(i)   the identity and age of the Employee;

(ii)   those particulars of employment that an employer is obliged to give the Employee under section 1 of the Employment Rights Act 1996;

(iii)  information about any disciplinary action taken against the Employee and any grievances raised by the Employee, where a Code of Practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992 relating exclusively or primarily to the resolution of disputes or any other applicable code or statutory procedure applied, within the previous two years;

(iv)  information about any court or tribunal case, claim or action either brought by the Employee against the Customer within the previous two years or where the Customer has reasonable grounds to believe that such action may be brought against Galtec arising out of the Employee's employment with the Customer; and

(v)  information about any collective agreement which will have effect after the Effective Date in relation to the Employee pursuant to regulation 5(a) of TUPE.

1.2   The Customer and Galtec believe that, pursuant to TUPE, at the Effective Date, Galtec will become the employer of the Employees.

1.3   The Customer represents, warrants and undertakes to Galtec that:

(a)  no persons are employed or engaged in the provision of the Services other than the Employees;

(b)  none of the Employees has given or received notice terminating their employment or will be entitled to give notice as a result of the provisions of this agreement;

(c)  full particulars of the terms of employment of all the Employees (including all remuneration, incentives, bonuses, expenses and other payments and benefits whatsoever payable other than the pension benefits of any Employees disclosed in writing by the Customer to Galtec prior to the Effective Date) are set out in the relevant Statement of Services;

(d)  there is not in existence any contract of employment with directors or employees of the Customer (or any contract for services with any individual) relating to the Services which cannot be terminated by three months' notice or less without giving rise to the making of a payment in lieu of notice or a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal);

(e)  in relation to each of the Employees (and so far as relevant to each of its former employees who were employed or engaged in the provision of the Services) the Customer has:

(i)  complied with all obligations imposed on it by Articles of the Treaty on the Functioning of the European Union, European Commission Regulations and Directives and all statutes, regulations and codes of conduct relevant to the relations between it and its employees or it and any recognised trade union or appropriate representatives;

(ii)  maintained adequate and suitable records regarding the service of each of its employees;

(iii)  calculated and paid all holiday pay for periods of holiday taken under regulation 13 of the Working Time Regulations 1998 (SI 1998/1833) in accordance with the Directive 2003/88/EC of the European Parliament and of the Council of 4 November 2003 concerning certain aspects of the organisation of working time;

(iv)  complied with all collective agreements and customs and practices for the time being dealing with such relations or the conditions of service of its employees; and

(v)  complied with all relevant orders and awards made under any statute affecting their conditions of service;

(f)  the Customer has not been involved in any industrial or trade disputes in the last three years and to the best of the Customer's knowledge, information and belief there are no circumstances which may result in any industrial dispute involving any of the Employees and none of the provisions of this agreement including the identity of Galtec is likely to lead to any industrial dispute;

(g)  there is not outstanding any agreement or arrangement to which the Customer is party in relation to the Employees for profit sharing or for payment to any of the Employees of bonuses or for incentive payments or other similar matters;

(h)   the Customer has not entered into any recognition agreement with a trade union in relation to the Employees nor has it done any act which may be construed as recognition;

(i)   the Customer has complied with all recommendations made by the Advisory Conciliation and Arbitration Service in relation to the Employees and with all awards and declarations made by the Central Arbitration Committee in relation to the Employees;

(j)   there is no agreement, arrangement, scheme or obligation (whether legal or moral) for the payment of any pensions, allowances, lump sums or other like benefits on redundancy, on retirement or on death or during periods of sickness or disablement for the benefit of any of the Employees or former employees employed or engaged in the provision of the Services or for the benefit of dependants of such persons;

(k)  no amounts due to or in respect of any of the Employees (including PAYE and National Insurance [and pension contributions]) are in arrears or unpaid;

(l)   no monies or benefits other than in respect of contractual emoluments are payable to any of the Employees and there is not at present a claim, occurrence or state or affairs which may hereafter give rise to a claim against the Customer arising out of the employment or termination of employment of any of the Employees for compensation for loss of office or employment or otherwise and whether under contract or any statute or regulations or otherwise;

(m)  the Customer has provided the Employee Liability Information to Galtec regarding each of the Employees either in writing or by making it available to Galtec in a readily accessible form;

(n)   the Employee Liability Information contains information as at a specified date not more than 14 days before the date on which the information was provided to Galtec;

(o)   the Customer has notified Galtec in writing of any change in the Employee Liability Information since the date on which it was provided; and

(p)   the Employee Liability Information was provided not less than 28 days before the Effective Date; and

(q)   if relevant, the Customer has agreed to, and co-operated with, pre-transfer consultation by the transferee in accordance with Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992, if required.

1.4   The Customer shall indemnify Galtec in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by Galtec including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:

(a)   the termination by the Customer of the employment of any of the Employees;

(b)   anything done or omitted to be done in respect of any of the Employees which is deemed to have been done by Galtec by virtue of TUPE; and

(c)   any claim made at any time by any employee of the Customer other than the Employees who claim to have become an employee of or have rights against Galtec by virtue of TUPE;

(d)  any failure by the Customer to comply with its obligations under this Schedule 2; and

(e)   the employment of the Employees by the Customer on or before the Effective Date (with the matters referred to in this paragraph 1.4 being together defined as Claims).

1.5  The Customer shall procure that its employees, agents and successors in title shall promptly:

(a)  take such action in connection with the Claims as Galtec shall from time to time reasonably request;

(b)  provide free of charge all such assistance and information as Galtec may reasonably request relating to the Claims to enable the Claims to be pursued;

(c)  subject to any restriction imposed by law, provide Galtec, its legal and other advisers with access to all documents, records or other information held by the Customer relating to the Claims;

(d)  provide Galtec and/or its professional advisers and experts with access from time to time to such members of staff as may be necessary to assist Galtec with the preparation of its cases in relation to the Claims;

(e)  permit and require such employees as Galtec and/or its professional advisers may reasonably request to meet with Galtec and/or its legal advisers in normal working hours to prepare witness statements for trial, attend meetings with Counsel or experts and/or to attend any court hearing or trial in connection with the Claims for so long and as frequently as Galtec and/or its legal or other professional advisers may reasonably require;

(f)  provide such other assistance as Galtec may reasonably request in order to ensure the due and timely prosecution of the Claims;

(g)  resist in connection with the Claims any request for documents, information, access to relevant premises or to employees of the business by any third party without first informing Galtec and obtaining its agreement to any approval of the request; and

(h)  preserve and not waive legal professional privilege or any other privilege attaching to any of the documents or other information relating to the Claims in their possession without first obtaining Galtec's consent to such waiver, such consent not to be unreasonably withheld.

All salaries and other emoluments including holiday pay, taxation and National Insurance contributions and contributions to retirement benefit schemes relating to the Employees shall be borne by the Customer up to and including the Effective Date and by Galtec with effect from the Effective Date.