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Service Agreement without Indemnification

General Service Agreement

THIS GENERAL SERVICE AGREEMENT (the "Agreement") BETWEEN: , , (the "Client") and Organic IT, 9 Tullymally Road, Portaferry, BT22 1JX (the "Service Provider")

The Service Provider agrees to provide such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set out in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED

The Client hereby agrees to engage the Service Provider to provide the Client with the following services (the "Services"):

IT Security

Unlimited Technical Support

Website Maintenance

The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Client as referred to in Appendix A “Service Level Agreement” attached to this General Service Agreement.

TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.

In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

This Agreement may be terminated at any time by mutual agreement of the Parties.

Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement.

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

PAYMENT

The Service Provider will charge the Client for the Services at the rate described in the Payment Schedule Agreement at Appendix A per calendar month (the "Payment").

The Client will be invoiced every calendar month.

The Client will pay all Invoices submitted by the Service Provider to the Client within 30 days of receipt.

The Service Provider will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Service Provider will indemnify the Client in respect of any such payments required to be made by the Client.

The Service Provider will be solely responsible for the payment of all remuneration and benefits due to the employees of the Service Provider, including any National Insurance, income tax and any other form of taxation or social security costs.

CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records that are not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply.

All written and oral information and material disclosed or provided by the Client to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider.

OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will remain the property of the Service Provider until such times as the final payment of the ‘Initial payment period’ referred to in the Payment Schedule Agreement at Appendix A of this Agreement has been made by the Client and received by the Service Provider. Thereafter, the ownership of Intellectual Property provided under this Agreement shall revert to the Client and the use of same by the Client will not be restricted in any manner.

RETURN OF PROPERTY

Upon the expiry or termination of this Agreement, the Service Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT SERVICE PROVIDER

In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent Service Provider and not as an employee. The Service Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

Client: As above.

Service Provider: Organic IT, 9 Tullymally Road, Portaferry, BT22 1JX.

or to such other address as either Party may from time to time notify the other.

MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

The Service Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

TITLES/HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of Northern Ireland.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

APPENDIX A

Service Level Agreement

Hours of cover: 8:00-18:00 GMT: Monday – Friday.

Service Priorities:

Severity

How many people are affected by the incident, e.g.

LOW – one person or small group of people affected
MEDIUM – department or large group of people affected
HIGH – whole organisation is affected

Impact

How disruptive the incident is, e.g.

LOW – there’s an easy and effective workaround, so this is more an irritation than a stoppage
MEDIUM – operational efficiency is degraded, but there is either a reasonable workaround or other members of the team are unimpeded
HIGH – the issue is critical and one or more major business processes are stopped

	HIGH Severity	MEDIUM Severity	LOW Severity
HIGH Impact	Priority 1	Priority 2	Priority 3
MEDIUM Impact	Priority 2	Priority 3	Priority 4
LOW Impact	Priority 3	Priority 4	Priority 5

In our experience most issues fall into priority 4, so that tends to be a default. The priority assigned dictates the amount of time we give ourselves to deal with your incident or request.

Service Timers

We have two timers running on every ticket you raise; these timers represent maximums – we generally respond/resolve well within these time limits.

In certain circumstances we will put a timer on hold – for example when we are awaiting a response from you with further information or an approval for work that may have a temporary impact on you or your business.

Respond

This is the maximum amount of time (within your hours of cover) that it should take us to respond to you and confirm that your ticket is being dealt with.

Resolve

This is the maximum time period it should take to resolve and complete a service request.

Priority Type	Respond	Resolve	Goal %
Priority 1	1 hour	8 hours	95%
Priority 2	1 hour	12 hours	95%
Priority 3	2 hours	20 hours	95%
Priority 4	4 hours	30 hours	95%
Priority 5	4 hours	40 hours	95%

Some examples of priorities

Priority 1 – No user can send or receive emails (everyone is affected, and a major business process is stopped)
Priority 2 – Internet access for the whole company seems slower than usual (every user is affected, and efficiency is degraded)
Priority 3 – After the web browser has been upgraded for the company some of the shortcuts have disappeared (everyone is affected but there is an easy workaround)
Priority 4 – Your computer is slow starting up in the morning, but everyone else is fine (your efficiency is lower but you are the only person affected)
Priority 5 – Someone is missing the shortcut everyone has to a shared folder, though they can save files to it by manually navigating to the folder (there is a straightforward workaround, and only one person is affected)

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May 28, 2019 9:35 am IST

Service Agreement without Indemnification Uploaded by Kevin McGreevy - kevin@organicit.co.uk IP 194.53.184.1