BY CLICKING A BOX INDICATING ACCEPTANCE OF, OR EXECUTING AN ORDER THAT INCORPORATES, THIS MASTER SERVICE AGREEMENT (“Agreement”), THE IDENTIFIED INDIVIDUAL, ORGANISATION, OR OTHER LEGAL ENTITY (“Customer”) AGREES THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN CUSTOMER’S ACCESS TO AND USE OF THE SERVICES PROVIDED BY FISHER IT ASSET CONSULTING LIMITED (“FisherITS“). THIS AGREEMENT IS EFFECTIVE AS OF THE DATE OF SUCH ACCEPTANCE OR EXECUTION (“Effective Date”).
ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF AN ORGANISATION OR OTHER LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN.
The Parties
A) FisherITS is in the business of providing IT Asset Management related services, with a focus on internal audit, consultancy and managed services, referred to below and defined as the Available Services.
B) The Customer wishes to obtain and FisherITS wishes to provide the Available Services on the terms set out in this Agreement.
Agreed Terms
1. Interpretation
1.1 The following definitions and rules of interpretation apply in this Agreement:
| “Affiliate” | means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. |
| “Applicable Laws” | means all applicable laws, statutes, regulation from time to time in force. |
| “Available Services” | means the services as set out in Schedule 1. |
| “Business Day” | means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. |
| “Business Hours” | means the period from 9.00 am to 5.30 pm on any Business Day. |
| “Change Order” | has the meaning given in clause 10.1. |
| “Consumer Prices Index” | means the Consumer Prices Index as published by the Office for National Statistics from time to time, or failing such publication, such other index as the parties may agree most closely resembles such index. |
| “Customer Data” | means any information that is provided by or on behalf of the Customer to FisherITS as part of the Customer’s use and/or receipt of the Services and any information derived from such information. |
| “Customer Equipment” | means any equipment, including hardware, systems, cabling and/or facilities, provided by the Customer, its agents, subcontractors or consultants which is used directly or indirectly in the supply of the Services including any such items specified in a Statement of Work. |
| “Customer Materials” | means all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to FisherITS in connection with the Services, including any items provided pursuant to clause 7.1.6 (duty to provide documents and materials). |
| “Customer Representative” | a person duly authorised by the Customer to act on its behalf for the purposes of this Agreement and identified in Schedule 2 (or any replacement person appointed by the Customer pursuant to clause 8), as the person responsible for managing the Customer’s overall relationship with FisherITS. |
| “Customer Software” | means any software owned or licensed by the Customer relevant for the provision of the Services. |
| “Data Protection Legislation” | means (i) the Data Protection Act 2018 and the General Data Protection Regulation (EU 2016/679) and any legislation which implements, amends, re-enacts or replaces it in England and Wales, whichever is in force in England and Wales at the relevant time; and (ii) any other data protection laws and regulations applicable in England and Wales; |
| “Deliverables” | means any output of the Services to be provided by FisherITS to the Customer as may be specified in a Statement of Work (other than Customer Data). |
| “FisherITS’s System” | means the information and communications technology system to be used by FisherITS (or any of its sub-contractors) in performing the Services. |
| “FisherITS Representative” | a person duly authorised by FisherITS to act on its behalf for the purposes of this Agreement and identified in Schedule 2 (or any replacement person appointed by FisherITS pursuant to clause 8), as the person responsible for managing FisherITS’s overall relationship with the Customer. |
| “Good Industry Practice” | the degree of skill, diligence, prudence, foresight and care which would reasonably be expected from a skilled, experienced and properly resourced person providing services similar to the Services in similar circumstances. |
| “Intellectual Property Rights” | means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
| “Managed Services” | means the service described as such in the relevant Statement of Work. |
| “Rate Card” | means FisherITS‘s standard charges from time to time for the Available Services. The Rate Card current at the date of this Agreement is set out in Schedule 4. |
| “Representative” | has the meaning as defined in clause 8.1. |
| “Services” | means the services provided by FisherITS under a Statement of Work, including any Set-up Services and the Managed Services. |
| “Set-up Services” | means the deployment, configuration and related work which may be specified in and performed by FisherITS pursuant to the relevant Statement of Work in order to enable FisherITS to provide an ongoing service, such as the Managed Services. |
| “SoW Charges” | means any sums payable for the Services as set out in a Statement of Work. |
| “SoW Manager” | means the individual appointed by FisherITS pursuant to clause 4.4 in respect of a Statement of Work or the individual appointed by the Customer pursuant to clause 7.1.2 in respect of a Statement of Work, and “SoW Managers” shall be interpreted accordingly. |
| “Specific Change in Law” | means any change in any Applicable Law which impacts on the performance of the Services and which comes into force after the date of this Agreement. |
| “Standard Contractual Clauses” | means the standard contractual clauses for data transfers between an EU controller to a non-EU or EEA Processor under European Commission Decision 2010/87/EU |
| “Statement of Work” | means a detailed plan, agreed in accordance with clause 3, describing the Services to be provided by FisherITS, the timetable for their performance (if applicable) and the related matters, as listed in the template statement of work set out in Schedule 2. |
| “Third Party Licences” | any third party licence(s) in respect of any Third Party Software. |
| “Third Party Software” | any software programs proprietary to third parties which are to be used by FisherITS to provide the Services. |
| “VAT” | means value added tax chargeable under the Value Added Tax Act 1994. |
| “Virus” | includes any malicious code, Trojan, worm and virus, lock, authorisation key or similar device that impairs or could impair the operation of any software used for or in connection with the Managed Services. |
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The Schedules form 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 Schedules.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 This Agreement shall be binding on, and ensure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.10 A reference to writing or written includes email.
1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.12 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference of this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
1.13 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.14 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.
2. Commencement and duration
2.1 This Agreement shall commence on the date when it has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 19 (Termination), until either party gives to the other party written notice to terminate, such notice to expire on the completion of all Statements of Work entered into before the date on which it is served. If there are no uncompleted Statements of Work as at the date a notice to terminate is served under this clause 2.1, such notice shall terminate this Agreement with immediate effect.
2.2 The parties shall not enter into any further Statements of Work after the date on which a notice to terminate is served under clause 2.1.
2.3 The Customer may procure any of the Available Services by agreeing a Statement of Work with FisherITS pursuant to clause 3.
2.4 FisherITS shall provide the Services from the date specified in the relevant Statement of Work.
3. Statements of Work
3.1 Whenever the Customer wishes to order any of the Available Services from FisherITS, the parties shall enter into a Statement of Work using the pro forma Statement of Work, set out in Schedule 3, as a template.
3.2 Unless otherwise agreed by the parties, the SoW Charges shall be calculated in accordance with FisherITS’s then current Rate Card.
3.3 Once a Statement of Work has been agreed and signed in accordance with clause 3.1, no amendment shall be made to it except in accordance with clause 10 (Change Control) or clause 23 (Variation).
3.4 Each Statement of Work shall be part of this Agreement and shall not form a separate contract to it.
3.5 Where a Statement of Work contains a term regarding a process or the performance or scope of the Services which conflicts or is inconsistent with a term of this Agreement, the term of the Statement of Work shall prevail over the inconsistent or conflicting term of this Agreement and for all other conflicts or inconsistencies, this Agreement shall prevail over the Statement of Work (save where the Statement of Work expressly states that the Statement of Work shall have precedence over a clause of this Agreement).
4. FisherITS’s responsibilities
4.1 In providing the Services, FisherITS shall at all times:
4.1.1 provide the Services in accordance with Good Industry Practice;
4.1.2 allocate sufficient resources to provide the Services in accordance with the terms of the relevant Statement of Work;
4.1.3 use reasonable endeavours to ensure that any of its personnel engaged in the provision of the Services comply with any health and safety and security requirements notified to FisherITS under clause 7.1.8 (if applicable); and
4.1.4 provide such reasonable co-operation and information in relation to the Services to such of the Customer’s other suppliers as the Customer may reasonably require for the purposes of enabling any such person to create and maintain any interfaces that the Customer may reasonably require.
4.2 FisherITS shall use reasonable endeavours to provide the Services, and deliver the Deliverables to the Customer, in accordance with a Statement of Work in all material respects. The undertaking in this clause 4.2 shall not apply to the extent any non-conformance is caused by the use of the Services and/or Deliverables contrary to FisherITS’s instructions.
4.3 FisherITS shall use reasonable endeavours to meet any performance dates or milestones specified in a Statement of Work (if any) but any such dates shall be estimates only and time for performance by FisherITS shall not be of the essence of this Agreement.
4.4 FisherITS shall appoint a SoW Manager in respect of the Services to be performed under each Statement of Work, and such person shall be identified in the relevant Statement of Work. FisherITS’s SoW Manager shall have authority to contractually bind FisherITS on all matters relating to the relevant Statement of Work (including by signing Change Orders). FisherITS shall use all reasonable endeavours to ensure that the same person acts as FisherITS’s SoW Manager throughout the term of the relevant Statement of Work, but may replace that person from time to time where reasonably necessary in the interests of FisherITS’s business.
4.5 FisherITS shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause 7.1.8, provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement.
4.6 FisherITS shall at all times carry out and provide the Services in compliance with all Applicable Laws.
5. Security
5.1 FisherITS shall ensure that appropriate safety and security systems and procedures are maintained and enforced to prevent unauthorised access or damage to any and all Services, FisherITS’s System and related networks or resources and the Customer Data, in accordance with Good Industry Practice.
5.2 FisherITS shall ensure that FisherITS’s System is designed and maintained so as to minimise the risk of attack by Viruses. The parties agree that if Viruses are found, each of them shall co-operate with the other to reduce the effect of the Viruses and, particularly if Virus causes loss of operational efficiency or loss or corruption of Customer Data, assist each other to mitigate any losses and restore the Services to their original operating efficiency. The costs of complying with this clause 5.2 shall be apportioned between the parties on a pro rata basis according to fault, or, if neither party is at fault, equally.
5.3 The Customer shall promptly inform FisherITS if it suspects or uncovers any breach of security and shall use reasonable endeavours to promptly remedy such breach.
5.4 The Customer acknowledges and agrees that in the event of loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for FisherITS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data, if such backup is maintained by FisherITS in accordance with the relevant Statement of Work. FisherITS shall not be responsible for any loss, destruction, alteration or unauthorised access to or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by FisherITS to perform services related to Customer Data maintenance and back-up).
6. Data protection and data processing
6.1 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller in respect of any Personal Data contained in any Customer Data and, to the extent FisherITS processes Personal Data in connection with the provision of the Services under this Agreement on behalf of the Customer, FisherITS is the Data Processor (where Personal Data, Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The relevant Statement of Work sets out the scope, nature and purpose of processing by FisherITS, the duration of the processing and the types of Personal Data and categories of Data Subjects (as defined in the Data Protection Legislation).
6.2 Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents (or other lawful grounds, as determined in accordance with the Data Protection Legislation) and notices in place to enable lawful transfer of the Personal Data to FisherITS for the purposes of the provision of the Services under this Agreement.
6.3 FisherITS shall, to the extent it is acting as Data Processor for the Customer in relation to any Personal Data processed in connection with the performance by FisherITS of its obligations under this Agreement:
6.3.1 process that Personal Data only on the written instructions of the Customer unless FisherITS is required by the laws of any member of the European Union or by the laws of the European Union applicable to FisherTS to process Personal Data for other reasons (“Applicable Data Processing Laws”). Where FisherITS is relying on the Applicable Data Processing Laws as the basis for processing Personal Data, FisherITS shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit FisherITS from so notifying the Customer;
6.3.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
6.3.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
6.3.4 not transfer any Personal Data outside of the European Economic Area (otherwise than to the UK in the event UK is no longer part of the European Economic Area) unless FisherITS has put in place appropriate safeguards in relation to the transfer and the Data Subjects have enforceable rights and effective legal remedies, as required by the Data Protection Legislation;
6.3.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6.3.6 notify the Customer without undue delay on becoming aware of a Personal Data breach;
6.3.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Agreement unless required by any Applicable Laws to store the Personal Data.
6.4 The Customer irrevocably consents to FisherITS appointing the sub-processors listed in the Statement of Work as third-party processors of Personal Data under this agreement. FisherITS confirms that it has entered into written agreements with the third-party processors incorporating terms which are substantially similar to those set out in this clause 6. As between the Customer and FisherITS, FisherITS shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.4.
7. Customer’s obligations
7.1 The Customer shall:
7.1.1 co-operate with FisherITS in all matters relating to the Services;
7.1.2 appoint a SoW Manager in respect of the Services to be performed under each Statement of Work, and such person shall be identified in the relevant Statement of Work. Customer’s SoW Manager shall have authority to contractually bind the Customer on all matters relating to that Statement of Work (including by signing Change Orders). The Customer shall use all reasonable endeavours to ensure that the same person acts as the Customer’s SoW Manager throughout the term of the relevant Statement of Work, but may replace that person from time to time where reasonably necessary in the interests of the Customer’s business;
7.1.3 provide such personnel assistance, as may be reasonably requested by FisherITS from time to time;
7.1.4 provide in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities during Business Hours, as required by FisherITS including any such access as is specified in a Statement of Work. Any access required outside of the Business Hours shall be agreed by the parties in advance;
7.1.5 be responsible (at its own cost) for preparing the relevant premises for the supply of the Services;
7.1.6 provide to FisherITS in a timely manner all documents, items and materials in any form (whether owned by the Customer or a third party) required under a Statement of Work or otherwise reasonably required by FisherITS in connection with the Services (including prior to the commencement of the Services) and ensure that they are accurate, up-to-date and complete;
7.1.7 provide FisherITS with all necessary access to such information as may be reasonably required by FisherITS in order to provide the Services, including Customer Data, security access information, and software interfaces to the Customer’s other business applications;
7.1.8 inform FisherITS in writing of all health and safety and security requirements that apply at the relevant Customer’s premises prior to the commencement of the Services (if applicable);
7.1.9 inform FisherITS in a timely manner of any Specific Change in Law and/or any regulatory compliance requirements which may materially impact the Services. FisherITS shall assess the impact of any such changes and requirements on the Services and shall provide to the Customer in a timely manner the details of measures it proposes to take and changes it proposes to make to the Services to comply with any such Specific Change in Law and/or regulatory compliance obligations, if FisherITS considers such changes, in its sole discretion, to be reasonably necessary to comply with any such Specific Change in Law and/or regulatory compliance requirements. In the event the proposed measures and/or changes materially affect the provision of the Services, any such measures and/or changes shall be agreed by the parties in accordance with clause 10 (Change Control);
7.1.10 ensure that all Customer Equipment is in good working order, is subject to a valid manufacturer or other third party warranty, and suitable for the purposes for which it is used and conforms to all relevant standards and requirements;
7.1.11 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable FisherITS to provide the Services;
7.1.12 comply with all Applicable Laws with respect to its activities under this Agreement and any Statement of Work; and
7.1.13 comply with any additional responsibilities of the Customer as set out in the relevant Statement of Work, in a timely and efficient manner.
7.2 If FisherITS’s performance of its obligations under this Agreement (and/or any Statement of Work) is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees (“Customer Cause”) then, without prejudice to any other right or remedy it may have, FisherITS shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer Cause. The Customer shall reimburse FisherITS for all reasonable additional costs and expenses properly incurred by FisherITS as a result of any such Customer Cause, subject to FisherITS confirming such costs, charges and losses to the Customer in writing.
8. Key personnel
8.1 FisherITS shall appoint the FisherITS Representative and the Customer shall appoint the Customer Representative (each a Representative) as the individuals who shall have the overall responsibility and commensurate authority for the operation and performance of this Agreement (including authority to negotiate and execute a Statement of Work).
8.2 Each party shall notify the other party of the identity of any replacement Representative as soon as a suitable replacement has been identified.
8.3 Each party shall ensure that the role of each Representative is not vacant for more than 60 days. A temporary replacement shall be identified with immediate effect from the relevant party becoming aware of the role becoming vacant.
9. Non-solicitation
9.1 In order to protect the legitimate business interests of FisherITS, the Customer covenants with FisherITS for itself and as agent for each of the Customer’s Affiliates, that it shall not (and shall procure that its Affiliates shall not) (except with the prior written consent of FisherITS):
9.1.1 attempt to solicit or entice away;
9.1.2 solicit or entice away; or
9.1.3 employ or engage or otherwise facilitate the employment or engagement of,
any Restricted Person (as defined in clause 9.3).
9.2 The Customer shall be bound by the covenant set out in clause 9.1 during the term of this Agreement and for a period of 12 months after termination or expiry of this Agreement.
9.3 For the purposes of this clause 9, a Restricted Person shall mean any firm, company or person employed or engaged by FisherITS or any of its Affiliates during the term of this Agreement, who has been engaged in the provision of the Services or the management of this Agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement.
9.4 If the Customer commits any breach of this clause 9, the Customer shall, on demand, pay to FisherITS a sum equal to one year’s basic salary or the annual fee that was payable by FisherITS or its Affiliate to the Restricted Person plus the recruitment costs incurred by FisherITS or its Affiliate in replacing such person.
10. Change control
10.1 Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
10.1.1 the Services;
10.1.2 the SoW Charges;
10.1.3 the timetable for the Services; and
10.1.4 any of the other terms of the relevant Statement of Work subject to the change.
10.2 If FisherITS wishes to make a change to the Services it shall provide a draft Change Order to the Customer.
10.3 If the Customer wishes to make a change to the Services:
10.3.1 it shall notify FisherITS and provide as much detail as FisherITS reasonably requires of the proposed changes, including the timing of the proposed change; and
10.3.2 FisherITS shall, as soon as reasonably practicable after receiving the information at clause 10.3.1, provide a draft Change Order to the Customer.
10.4 If the parties:
10.4.1 agree to a Change Order, they shall sign it and that Change Order shall amend the relevant Statement of Work; or
10.4.2 are unable to agree a Change Order, either party may require the disagreement to be dealt with in accordance with the dispute resolution procedure in clause 32.
10.5 FisherITS may charge for the time it spends on preparing and negotiating Change Orders regarding changes proposed by the Customer pursuant to clause 10.3 on a time and materials basis at FisherITS’s daily rates specified in the Rate Card.
11. Service review and governance
11.1 The Customer’s SoW Manager and FisherITS’s SoW Manager shall have such meetings as may be agreed from time to time by the parties (Review Meetings) to monitor and review the performance of each Statement of Work and to discuss any changes that may be required.
11.2 Before each Review Meeting, the Customer’s SoW Manager shall notify FisherITS’s SoW Manager, and vice versa, of any problems relating to the provision of the Services for discussion at the Review Meeting. At each such meeting, the parties shall agree a plan to address such problems. In the event of any problem being unresolved or a failure to agree on the plan, the matter shall be resolved in accordance with the dispute resolution procedure under clause 32 (Multi-tiered dispute resolution). Progress in implementing the plan shall be included in the agenda for the next Review Meeting.
12. Charges and payment
12.1 In consideration of the provision of the Services by FisherITS, the Customer shall pay the SoW Charges.
12.2 Where the SoW Charges are calculated on a time and materials basis:
12.2.1 FisherITS’s standard daily or hourly fee rates for each individual person as set out in the relevant Statement of Work, or, if not set out in a Statement of Work, in the then current Rate Card, are calculated on the basis of a seven point five hours day, worked during Business Hours; and
12.2.2 if FisherITS is authorised by the Customer to engage on Services outside Business Hours, FisherITS shall be entitled to charge an overtime rate of 150% of the applicable daily fee rate on a pro-rata basis for any time worked by individuals whom it engages on the Services outside Business Hours.
12.3 Where the SoW Charges are calculated on a fixed price basis, the amount of those charges shall be as set out in a Statement of Work.
12.4 Unless otherwise specified in the Statement of Work, the SoW Charges exclude the following, which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:
12.4.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom FisherITS engages in connection with the Services, in accordance with the expense policy specified in the Rate Card; and
12.4.2 the cost to FisherITS of any materials or services procured by FisherITS from third parties (including Third Party Licences) for the provision of the Services as such items and their cost are set out in the Statement of Work or approved by the Customer in advance from time to time.
12.5 FisherITS may increase the SoW Charges which are not calculated in accordance with the Rate Card on an annual basis with effect from each anniversary of the date of this Agreement in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period.
12.6 Any increase in the Rate Card shall affect all SoW Charges calculated in accordance with the Rate Card:
12.6.1 in respect of all Statements of Work in force at the date the increase takes effect; and
12.6.2 in respect of all Statements of Work entered into after the date the increase takes effect.
12.7 FisherITS shall invoice the Customer for the SoW Charges at the intervals specified in the relevant Statement of Work. If no billing periods are so specified, FisherITS shall invoice the Customer at the beginning of each month for Services to be performed during that month.
12.8 The Customer shall pay each invoice submitted to it by FisherITS within 30 days of the date of the invoice to a bank account nominated in writing by FisherITS from time to time.
12.9 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay FisherITS any sum due under this Agreement on the due date:
12.9.1 the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount; and
12.9.2 FisherITS may suspend part or all of the Services until payment has been made in full.
12.10 All sums payable to FisherITS under this Agreement and/or any Statement of Work:
12.10.1 are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
12.10.2 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).
13. Intellectual Property Rights
13.1 In relation to the Deliverables:
13.1.1 FisherITS and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables;
13.1.2 FisherITS grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable licence during the term of this Agreement to use and copy the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.
13.2 In relation to the Customer Data, the Customer Materials and the Customer Software, the Customer:
13.2.1 and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Data, Customer Materials and/or the Customer Software; and
13.2.2 grants (or shall procure the grant) to FisherITS a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer Data, Customer Materials and/or the Customer Software for the term of this Agreement to the extent necessary to provide the Services to the Customer.
13.3 The Customer:
13.3.1 warrants that the receipt and use in the performance of this Agreement by FisherITS, its agents, subcontractors or consultants of the Customer Data, Customer Materials, the Customer Equipment and/or the Customer Software shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
13.3.2 shall keep FisherITS indemnified in full against all costs, expenses, damages and losses awarded against or incurred or paid by FisherITS as a result of or in connection with any claim brought against FisherITS, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Materials and/or the Customer Software.
14. Third Party Software
14.1 Unless the parties agree in writing that the Third Party Software shall be obtained from the relevant third parties directly by the Customer, FisherITS shall provide the Third Party Software specified in a Statement of Work (if any) under the standard Third Party Licence terms, copies of which shall be provided to the Customer.
14.2 The Customer agrees to be bound to the relevant Third Party Licence terms and to procure that its Affiliates are bound under similar obligations owed to the relevant third parties (if applicable).
14.3 The Customer shall comply with the Third Party Licences in respect of any Third Party Software provided under this Agreement and shall indemnify on demand and hold FisherITS harmless against any loss of damage which it may suffer or incur as a result of the Customer’s breach of such terms howsoever arising. FisherITS may treat the Customer’s breach of any such Third Party Licence as a material breach of this agreement.
14.4 The Customer acknowledges that the only warranties in relation to the Third Party Software, or the supply thereof, are those contained in the licence from the third-party supplier(s) of the same, and that to the extent that any of such warranties are given to FisherITS, it will pass on the benefit of such warranties to the Customer and to its Affiliates (if applicable under the relevant Statement of Work).
14.5 In respect of any Third Party Software licensed by the Customer and not being provided by FisherITS as part of the Services, the Customer shall grant, or shall procure the grant, of appropriate licence to access and use any such software to the extent necessary for the provision of the Services under the relevant Statement of Work.
15. Confidentiality
15.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.
15.2 Each party may disclose the other party’s confidential information:
15.2.1 to its employees, officers, representatives, sub-contractors, consultants or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement and/or any Statement of Work. Each party shall ensure that its employees, officers, representatives, sub-contractors, consultants or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 No party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement and/or the relevant Statement of Work.
15.4 Neither party may refer to the other party or this agreement in any publicity or advertising material without prior written consent from the other party.
16. Anti-bribery
16.1 Each party warrants and undertakes that in connection with the matters contemplated by this agreement:
16.2 it has not committed and that it will not commit any offence under the Bribery Act 2010;
16.3 it has not made and will not make or promise to make any payment or transfer anything of value, directly or indirectly to: any officer, director, employee or representative of the other party; or to any other person or entity if such payment or transfer would violate the laws of the country in which it is made, the Bribery Act 2010 or any other laws of the United Kingdom; and
16.4 that no payments or transfers of value shall be made, offered or received which have the purpose or effect of bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business.
16.5 Breach of this clause 16 shall be deemed a material breach, which is irremediable, under clause 19.1.1.
17. Limitation of liability
17.1 Nothing in this Agreement (and/or any Statement of Work) shall limit or exclude either party’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be limited or excluded by Applicable Laws.
17.2 Subject to clause 17.1, FisherITS shall not be liable to the customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement (and/or any Statement of Work) for: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of or damage to goodwill; (vi) loss of use or corruption of software, data or information; or (vii) any indirect or consequential loss.
17.3 Subject to clause 17.1, FisherITS’s total liability to the customer for all claims, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with:
17.3.1 the performance or failure to perform this Agreement, where such performance or failure to perform does not relate to any particular Statement of Work shall be limited to £50,000; or
17.3.2 any Services provided under any Statement of Work shall be limited to the SoW Charges paid and/or payable by the Customer under such Statement of Work.
17.4 Except as expressly provided in any Statement of Work and subject to clause 17.1:
17.4.1 the Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. FisherITS shall have no liability for any damage caused by errors or omissions in any data, instructions or scripts provided to FisherITS by the Customer in connection with the Services, or any actions taken by FisherITS at the Customer’s direction; and
17.4.2 all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this Agreement and Statement of Work.
17.5 Unless the loss or damage results from gross negligence or wilful misconduct on FisherITS’s part, the Customer shall defend, indemnify and hold harmless FisherITS against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s and/or Customer client’s use of the Services.
17.6 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
18. Insurance
FisherITS shall, for the term of this agreement, maintain an insurance policy sufficient to provide cover as required by law or in respect of any foreseeable liability which may arise in connection with this Agreement.
19. Termination
19.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
19.1.1 the other party commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
19.1.2 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
19.1.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
19.1.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
19.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
19.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
19.1.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
19.1.8 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
19.1.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
19.1.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 19.1.3 to clause 19.1.9 (inclusive); or
19.1.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
19.2 Without affecting any other right or remedy available to it, FisherITS may terminate this Agreement (or any Statement of Work) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under any Statement of Work on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
19.3 The provisions of clauses 19.1 to 19.2 shall apply to all Statements of Work with appropriate modifications.
20. Consequences of termination
20.1 On termination or expiry of this Agreement:
20.1.1 all existing Statements of Work shall terminate automatically; and
20.1.2 FisherITS shall, subject to clause 20.3 return any Customer Materials and/or Customer Equipment in its possession.
20.2 On expiry or termination of a Statement of Work for any reason:
20.2.1 FisherITS shall immediately cease provision of the Services under that Statement of Work;
20.2.2 (subject to clause 20.3) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party and provided in connection with such Statement of Work;
20.2.3 any licences granted pursuant to such Statement of Work shall immediately terminate;
20.2.4 if FisherITS receives, no later than ten days after the effective date of the expiry or termination of such Statement of Work for any reason, a written request for the delivery to the Customer of the most recent backup of the Customer Data, FisherITS shall use reasonable commercial endeavours to deliver the backup to the Customer within 30 days of its receipt of such a written request in the format stored or in a format as otherwise reasonably requested by the Customer, provided that the Customer has at that time paid all fees and SoW Charges properly due under this Agreement (whether or not due at the date of expiry or termination); and
20.2.5 if FisherITS receives, no later than ten (10) days after the effective date of the expiry or termination of such Statement of Work for any reason, a written request from the Customer for the disposal of Customer Data, FisherITS shall use best endeavours to promptly expunge (to the extent technically possible) from FisherITS’s System and otherwise destroy or dispose of all of the Customer Data in its possession or control.
20.2.6 The Customer shall pay all reasonable costs and expenses incurred by FisherITS in returning or disposing of Customer Data and expunging it from FisherITS’s System. Any return or expulsion of Customer Data from any Third Party Software or systems shall be subject to the applicable third party’s terms and conditions.
20.3 If a party is required by any law, regulation, or government or regulatory body (Regulatory Requirement) to retain any documents, materials or data which it would otherwise be obliged to return or destroy under this clause 20, it shall notify the other party in writing of such retention, giving details of the documents or materials that it must retain. The confidentiality obligations under clause 15 shall continue to apply to any such retained documents and materials for as long as any such requirement continues in force, subject to any disclosure mandated by any Regulatory Requirement.
20.4 Termination or expiry of this Agreement (or any Statement of Work) shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement (or any Statement of Work, as applicable) which existed at or before the date of termination or expiry.
20.5 All sums payable to FisherITS under any Statement of Work shall become due immediately on the termination of such Statement of Work (and/or this Agreement) for any reason, despite any other provision. This clause 20.5 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.
20.6 Any provision of this Agreement (and/or any Statement of Work) which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement (and/or any Statement of Work, as applicable) shall remain in full force and effect, including the following clauses: clause 1 (Interpretation), clause 9 (Non-solicitation), clause 12 (Charges and payment), clause 13 (Intellectual Property Rights), clause 14 (Third Party Software), clause 15 (Confidentiality), clause 17 (Limitation of liability), clause 20 (Consequences of termination), clause 24 (Waiver), clause 26 (Severance), clause 32 (Multi-tiered dispute resolution procedure), clause 33 (Governing law) and clause 34 (Jurisdiction).
20.7 Termination of a Statement of Work shall not affect any other Statements of Work or this Agreement.
21. Force majeure
21.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation: (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination; (v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (vi) collapse of buildings, fire, explosion or accident; (vii) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (viii) non-performance, unavailability or discontinuity of services of third party suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (ix) interruption or failure of utility service.
21.2 Provided it has complied with clause 21.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement (other than an obligation to pay any sums due under this Agreement and/or any Statement of Work) by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
21.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
21.4 The Affected Party shall:
21.4.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than 10 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement; and
21.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
21.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate this Agreement by giving 14 days’ written notice to the Affected Party.
22. Assignment
22.1 This Agreement (and all Statements of Work) may not be assigned by either party without the prior written approval of the other.
22.2 Notwithstanding clause 15 (Confidentiality), a party assigning any or all of its rights under this Agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 22.2 shall be made until notice of the identity of the proposed assignee has been given to the other party.
22.3 For the avoidance of doubt, this Agreement may only be assigned together with all Statements of Work entered into pursuant to this Agreement and in force at the date of such assignment and no Statement of Work can be assigned independently of this Agreement.
23. Variation
Subject to clause 10 (Change Control), no variation of this Agreement (or any Statement of Work) shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
24. Waiver
24.1 A waiver of any right or remedy under this Agreement and/or any Statement of Work or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
24.2 A failure or delay by a party to exercise any right or remedy provided under this Agreement and/or any Statement of Work or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement, any Statement of Work or by law shall prevent or restrict the further exercise of that or any other right or remedy.
25. Rights and remedies
The rights and remedies provided under this Agreement (or any Statement of Work) are in addition to, and not exclusive of, any rights or remedies provided by law.
26. Severance
If any provision or part-provision of this Agreement (or any Statement of Work) is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement (or any Statement of Work).
27. Entire agreement
27.1 This Agreement (including any Statements of Work) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
27.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
27.3 This clause 27 shall apply with appropriate alterations to any Statement of Work agreed pursuant to this Agreement.
28. No partnership or agency
28.1 Nothing in this Agreement (or any Statement of Work) is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
28.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
28.3 Nothing in this Agreement shall prevent FisherITS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services that are similar to those provided under this Agreement.
29. Third party rights
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms, or any terms of any Statement of Work.
30. Notices
30.1 Any notice given to a party under or in connection with this Agreement or any Statement of Work shall be in writing and shall be:
30.1.1 delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its principal place of business; or
30.1.2 by email to the address of the Representative (of the relevant SoW Manager in the case of a notice under a Statement of Work) of that party.
30.2 Any notice shall be deemed to have been received:
30.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
30.2.2 if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; and
30.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.
30.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
31. Counterparts
31.1 This Agreement (and any Statement of Work) may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
31.2 Transmission of an executed counterpart of this Agreement or any Statement of Work (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement or any Statement of Work. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.
31.3 No counterpart shall be effective until each party has executed at least one counterpart.
32. Multi-tiered dispute resolution procedure
32.1 If a dispute arises out of or in connection with this Agreement and/or any Statement of Work or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause:
32.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the relevant SoW Manager of the Customer and the relevant SoW Manager of FisherITS (or all appointed SoW Managers if a dispute relates to a number of Statements of Work and/or this Agreement) shall attempt in good faith to resolve the Dispute;
32.1.2 if the SoW Managers are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the FisherITS Representative and the Customer Representative who shall attempt in good faith to resolve it; and
32.1.3 if the FisherITS Representative and the Customer Representative are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.
32.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 34 which clause shall apply at all times.
33. Governing law
This Agreement (and any Statement of Work) and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
34. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement (and/or any Statement of Work) or its subject matter or formation.
Schedule 1 Available Services
Strategic ITAM Consulting
1. IT Asset Management Maturity Transformation Consulting
Assess client’s ITAM maturity under the ISO 19770-1 framework and identify key risks areas and impacts. Design best-practice based Target Operating Model (“TOM”) and establish a roadmap of transformation towards TOM. Assist client in implementing ITAM transformation roadmap.
2. Technology Consulting
Assess and define client’s IT Asset Management’s automation requirements, and independently select, implement and integrate fit-for-purpose automation tools to increase client’s ITAM operating efficiency and quality.
Specialist Licensing Advisory
3. Software Licence Compliance & Optimisation
Perform licence compliance internal audits using industry’s best practices to establish Effective Licence Positions for in-scope software assets, and advice on compliance risk mitigation and licence cost optimisation.
4. Software Contract Negotiation Advisory
Assist client in the negotiations of the signing up, renewal or exit of Enterprise Licence Agreements. Define negotiation strategy and tactics, perform commercial benchmarking and proof-read vendor proposals and contracts before exchange.
5. Software Audit Defence
Assist client in actively managing software vendor-initiated licence compliance audits. Perform tactical internal audits to identify compliance risks and advice on remediation. Assist the client in controlling information flow during the vendor audit lifecycle, and advise on settlement negotiation strategy.
Managed Services
6. Virtual SAM Manager (VSAM)
A seasoned SAM professional assigned to client’s IT organisation to drive through ITAM changes and maintain SAM governance.
7. ITAM365
A fully managed licence compliance and optimisation reporting service that delivers audit-ready Effective Licence Positions reports, together with risk mitigation and cost optimisation advice on an agreed schedule (from monthly to annually).
8. FELiX365
A dedicated ITAM service desk that provides support in on-demand SAM and licensing enquires and on-going software lifecycle operational support.
9. ILMT365
Manage IBM customer’s IBM License Metric Tool (ILMT) either on premise or on our AWS Cloud Hosting platform. Provide continuous monitoring, management and maintenance of ILMT and deliver quarterly IBM PVU Sub-Capacity Reports for IBM customers to meet their licence compliance reporting requirements.
Advanced ITAM Intelligence
10. Cloud Readiness and Transition
Perform Cloud readiness assessment and assist with optimising licensing costs in migration to Cloud.
11. ITAM Data Augmentation
Augment ITAM data to support software lifecycle planning, security analytics and other advanced business intelligence initiatives.
12. ITAM Training
Vendor-specific, deep-dive licensing training delivered onsite, remotely or via ITAM Review’s LISA platform.
Schedule 2 Template Statement of Work
BACKGROUND
(A) FisherITS and the Customer entered into a Master Services Agreement dated [DATE] (the “MSA”), which enables the Customer to procure the Available Services (as defined in the MSA) from FisherITS from time to time by agreeing a Statement of Work.
(B) This Statement of Work is agreed pursuant to and in accordance with the provisions of the MSA.
(C) The purpose of this Statement of Work is to set out the agreement of the parties in respect of the managed services to be provided under this Statement of Work (the “SOW”).
AGREED TERMS
1. Unless otherwise defined in this Statement of Work, terms used in this Statement of Work shall have the meaning given to them in the MSA.
2. In the event of any conflict between the terms of this Statement of Work and the MSA, clause 3.5 of the MSA shall apply, unless otherwise stated in this Statement of Work.
3. Any appendices to this Statement of Work form part of this Statement of Work and shall have effect as if set out in full in the body of this Statement of Work. Any reference to this Statement of Work includes the Appendices.
PART 1 Term
PART 1 Specification of Services and/or Deliverables
PART 2 SOW Charges
PART 3 Key Assumptions and Dependencies
PART 4 Customer Responsibilities
PART 5 Personnel
PART 6 Estimated Timeline
PART 7 Processing of Personal Data
Specification of the processing of Personal Data by FisherITS, to the extent FisherITS processes Personal Data in connection with the provision of the Services under this Agreement on behalf of the Customer, i.e. as the Data Processor for the Customer:
1. Scope and purpose of processing by FisherITS as the Data Processor: processing of Personal Data in connection with the provision of the Services to the Customer pursuant to this Statement of Work.
2. Duration of processing: the duration of this Statement of Work.
3. Types of Data Subjects: employees, contractors or third-party individuals who access the Customers’ computer systems and have a named user accounts or e-mail address recorded within the Customer’s computer systems.
4. Types of personal data: Computer system username(s), Person(s)’ names and business E-mail address(es)
5. Sub-processors: As defined in the relevant quotation and SOW
Schedule 3 Rate Card
As defined in the relevant quotation and SOW
