Managed Services Agreement

TRIO STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF EQUIPMENT AND SERVICES

‍

TRIO MANAGED SERVICES AGREEMENT

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this agreement.

Customer Cause: any of the following causes: (a) any improper use, misuse or unauthorised alteration of the Services by the Customer; (b) any use of the Services by the Customer in a manner inconsistent with the Scope of Work or instructions (written or verbal) given by Trio; (c) the use by the Customer of any hardware or software not approved by Trio in for use by the Customer in connection with theServices; or (d) the use of a non-current version or release of the any software.

Customer Site(s): any premises occupied by the Customer at which it receives the ManagedServices.

General Terms and Conditions: Trio’s General Terms and Conditions available at https://triotechnical.com.

Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by Trio to deliver the Managed Services to the Customer.

Maintenance: any error corrections, updates and upgrades that Trio may provide or perform with respect to the Managed Services, as well as any other support or training services to be provided to the Customer under this agreement.

Out-of-scope Services: any of the following services: (a) any services provided by Trio in connection with any apparent problem regarding theServices reasonably determined by Trio not to have been caused by a defect or fault, but rather by a Customer Cause or a cause outside Trio’s control.

Project Plan: the plan to be developed in the planning stage of the Set-up Services.

Set-up Services: the due diligence, configuration and related work referred to in Clause3 to be performed by Trio to set up the Managed Services.

Service Credits: the service credits specified in the table set out in Clause 5.

Software: any software used by Trio (or any of its sub-contractors) to provide the Managed Services to the Customer whether owned by a third party, by the Customer (Customer Software) or by Trio.

Support Request: a request made by the Customer for support in relation to the Managed Services.

1.2 Terms as defined in the General Terms and Conditions shall have the same meaning when used in this agreement.

1.3 Rules of interpretation in the General Terms and Conditions shall apply to this agreement.

2. SERVICEPROVISION

2.1 Trio shall provide the Managed Services as set out in the Scope of Work.

2.2 The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties.

2.3 The Customer shall not provide the ManagedServices directly or indirectly to third parties.

2.4 Trio reserves the right to: (a) modify its system, network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Service over its network, provided that this has no adverse effect on Trio’s obligations under this agreement and its provision of the Services.

3. SETUP SERVICES

3.1 Planning and due diligence. Trio shall examine all relevant Customer Sites and shall then prepare the Project Plan in co-operation with the Customer.

3.2 Implementation.Trio and the Customer shall co-operate in implementing the Managed Services in accordance with the implementation provisions of the Project Plan.

3.3 Roll-out.Trio and the Customer shall co-operate in rolling out the Managed Services in accordance with the roll-out provisions of the Project Plan.

3.4 Customer software. If the Project Plan identifies any Customer Software then the Customer shall grant Trio a royalty-free licence in accordance with Clause 16.7to use such Customer Software for the purpose of providing the Services for the remainder of the term of this agreement.

4. MAINTENANCEAND SUPPORT

4.1 Training.Trio shall provide training to such number of employees of the Customer as is specified in, and is otherwise in accordance with, the Project Plan and/orScope of Work.

4.2 Maintenance events. Maintenance work that may require interruption of the ManagedServices shall not normally be performed during normal business hours. Trio shall at all times endeavour to keep any service interruptions to a minimum.Any Maintenance that occurs during normal business hours, or without notice, and which were not requested by the Customer, shall be considered unplannedMaintenance. Trio shall at all times endeavour to keep any service interruptions to a minimum.

4.3 Support services. Should the Customer determine that the Managed Services include a defect or fault, the Customer may submit a Support Request.

4.4 Trio shall accept voicemail, e-mail and webform-based incident Support Requests 24 hours a day, seven days a week. Trio shall accept telephone calls for English language telephone support during normal business hours. Trio shall use reasonable endeavours to process SupportRequests, issue trouble ticket tracking numbers if necessary, determine the source of the problem and respond to the Customer. Trio shall use reasonable endeavours to respond to and resolve all Support Requests within the time periods specified below, according to priority.

4.5 Trio shall determine the priority of any incident in accordance with the following table:

Priority

Description

Response time

Target resolution time

Priority 1

The entire Managed Services are completely inaccessible. Priority 1 incidents shall be reported by telephone only.

Within two normal business hours.

Four normal business hours. Continuous effort after initial response and with Customer co-operation.

Priority 2

Operation of the Managed Services is severely degraded, or major components of the Managed Services are not operational and work cannot reasonably continue. Priority 2 incidents shall be reported by telephone only.

Within four normal business hours.

Within two business days after initial response.

Priority 3

Certain non-essential features of the Managed Services are impaired while most major components of the Managed Services remain functional.

Within 12 normal business hours.

Within seven business days after initial response.

Priority 4

Errors that are non-disabling or cosmetic and clearly have little or no impact on the normal operation of the Managed Services.

Within 24 normal business hours.

When reasonably possible.

4.6 The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit Trio direct access at the Customer Site(s) to the Customer’s information technology systems and infrastructure and the Customer’s files, equipment and personnel. TheCustomer shall provide such access promptly, provided that Trio complies with all the Customer’s security requirements and other policies and procedures relating to contractors entering and working on the Customer Site(s) notified to Trio.

4.7 Trio shall give the Customer regular updates of the nature and status of its efforts to correct any fault. Response time after hours is dependant upon staffing availability, safety, weather, and traffic conditions. If a Priority 1 or Priority 2 incident has not been resolved within the target resolution time, the incident shall be escalated to the senior management of Trio and the Customer.

4.8 The response times shown in the table below shall not apply to the following: (a) additions, moves or changes to users, devices, configurations or network; (b) issues reported otherwise than in accordance with paragraph 4.4 above; (c) issues caused by Equipment or Software not meeting Trio’s minimum standards; (d) requests relating to Software that is not approved by Trio; (e) issues that have been caused by the Customer not acting on advice or recommendations given by Trio; (f) issues caused by the Customer or third parties modifying any Equipment or Software configuration; (g) issues related to user-initiated virus and malware infections; (h) issues involving the sourcing of Equipment or Software; and (i) issues involving Equipment orSoftware that are not under current warranty or maintenance coverage.

4.9 Trio may reasonably determine that any services are Out-of-scope Services. If Trio makes any such determination, it shall promptly notify the Customer of that determination.

5. SERVICELEVEL ARRANGEMENTS

5.1 Service availability. The Managed Services shall be considered as unavailable only:(a) during periods of Priority 1 or Priority 2 incidents in accordance with Clause4.5; and (b) during periods of unplanned Maintenance in accordance with Clause4.2.

5.2 For the avoidance of doubt, the Managed Services shall not be considered as “unavailable” during Maintenance, Customer-caused outages or disruptions, or outages or disruptions attributable in whole or in part to a Force Majeure Event.

5.3 ServiceCredits. If Trio fails to provide a resolution within the relevant target resolution time, the Customer may be eligible for a Service Credit provided that the relevant fault or other problem: (a) did not result (wholly or in part) from a Customer Cause or a cause outside Trio’s control (including, but not limited to, a Force Majeure Event or any delay or failure by a third party); and (b) was promptly notified to Trio under clause 4.2.

5.4 Trios hall evaluate all information reasonably available to it and make a good faith determination of whether a Service Credit is owed.

5.5 ServiceCredits for a month in which Trio fails to provide a resolution within the target service level resolution time shall under no circumstances exceed the total monthly fee for Services payable to Trio for the for the same period. The provision of a Service Credit shall be the exclusive remedy for a particular service level failure.

5.6 ServiceCredits shall be shown as a deduction from the amount due from the Customer to Trio in the next invoice then due to be issued under the General Terms andConditions. Trio shall not in any circumstances be obliged to pay any money or make any refund to the Customer.

6. ADDITIONALFEES

In addition to the fees set out in the Scope of Work, Trio shall be entitled to charge (on a time and materials basis) where (a) no fault is found;(b) Out-of-scope Services are required; or (c) the cause of the incident that gave rise to the Support Request is one or more of the following: (i) that power has been switched off or disconnected from a socket, device or external power supply unit; (ii) that a network cable is disconnected at device, datapoint, switch or hub including at the communications cabinet; (iii) that that the fault relates to a telephone line and/or broadband circuit unless the telephone line and/or broadband service has been supplied and is currently supported by Trio under this agreement; (iv) that the fault relates to a Wi-Fi router unless that Wi-Fi router has been supplied and is currently supported byTrio under this agreement; or (v) Trio reasonably believes that the fault has been caused (wholly or in part) by damage or interference with Equipment or Software by the Customer.

7. DATA BACK-UP SERVICES

7.1 Where data back-up services are included, the following shall apply: (a) Trio will provide the Customer with the ability to upload its data from its computer systems and store it on third-party servers for the purpose of offsite backup, and to restore this data if required; (b) Trio will allocate to the Customer the designated storage quota for the storage of its data; (c) Trio will encrypt the Customer’s data during transit and storage; (d) Trio will store theCustomer’s data in data centres providing a high level of environmental protection and physical security; (e) Trio will automatically upgrade the customer’s designated storage quota to ensure that its backups will continue uninterrupted should if the storage limit is reached; (f) the Customer agrees not to permit any third party to use the data backup service; (g) the Customer must not store or transmit any unlawful, threatening, defamatory, offensive or pornographic material that constitutes a criminal offence or other unlawful act under any laws; (h) the Customer agrees to securely store its service and access details and will not knowingly allow its service and access details, specifically any security codes or passwords, to be viewed or retrieved by any third parties; (i)the Customer must promptly report any actual or suspected security breaches to privacy@triotechnical.com; and (j) the Customer agrees that it is solely responsible for paying in full any costs due to any third party that result from the use of the backup service.

7.2 No warranties are given that: (a) the backup service will be available at all times without interruption; (b) data centres will be free from unauthorised physical or remote access; (c) data stored will be entirely safe from loss or corruption; and (d) a full restoration of data is always possible.

8. DOMAINNAMES

8.1 If the Customer instructs Trio to obtain a domain name for the Customer, Trio shall act as an agent for the Customer in dealing with the relevant domain name registration authority. The contract for the domain name shall be between theCustomer and the relevant domain name registration authority and the Customer agrees that it shall be solely responsible for renewals, and for legal, technical, administrative, billing or other requirements imposed by the relevant domain name registration authority (and relevant costs and expenses thereof).

8.2 Trio gives no warranty that the domain name requested shall not infringe the rights of any third party and all such enquiries shall be the responsibility of theCustomer. The domain name shall form part of the Customer’s IntellectualProperty Rights for the purposes of this agreement.

8.3 IfTrio licenses to the Customer an IP address as part of the Services, such IP address shall (to the extent permitted by law) revert to Trio after expiry or termination of this agreement for any reason, whereupon the Customer shall cease using the address. At any time after such expiry or termination, Trio may re-assign the address to another user.

9. GOVERNING LAW AND JURISDICTION

9.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims)shall be governed by and construed in accordance with the law of England andWales.

9.2 Each party irrevocably agrees that the courts of England and Wales shall have[exclusive or non-exclusive] jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

‍

Find out more

Managed Services Agreement

TRIO STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF EQUIPMENT AND SERVICES

‍

TRIO MANAGED SERVICES AGREEMENT

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this agreement.

Customer Cause: any of the following causes: (a) any improper use, misuse or unauthorised alteration of the Services by the Customer; (b) any use of the Services by the Customer in a manner inconsistent with the Scope of Work or instructions (written or verbal) given by Trio; (c) the use by the Customer of any hardware or software not approved by Trio in for use by the Customer in connection with theServices; or (d) the use of a non-current version or release of the any software.

Customer Site(s): any premises occupied by the Customer at which it receives the ManagedServices.

General Terms and Conditions: Trio’s General Terms and Conditions available at https://triotechnical.com.

Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by Trio to deliver the Managed Services to the Customer.

Maintenance: any error corrections, updates and upgrades that Trio may provide or perform with respect to the Managed Services, as well as any other support or training services to be provided to the Customer under this agreement.

Out-of-scope Services: any of the following services: (a) any services provided by Trio in connection with any apparent problem regarding theServices reasonably determined by Trio not to have been caused by a defect or fault, but rather by a Customer Cause or a cause outside Trio’s control.

Project Plan: the plan to be developed in the planning stage of the Set-up Services.

Set-up Services: the due diligence, configuration and related work referred to in Clause3 to be performed by Trio to set up the Managed Services.

Service Credits: the service credits specified in the table set out in Clause 5.

Software: any software used by Trio (or any of its sub-contractors) to provide the Managed Services to the Customer whether owned by a third party, by the Customer (Customer Software) or by Trio.

Support Request: a request made by the Customer for support in relation to the Managed Services.

1.2 Terms as defined in the General Terms and Conditions shall have the same meaning when used in this agreement.

1.3 Rules of interpretation in the General Terms and Conditions shall apply to this agreement.

2. SERVICEPROVISION

2.1 Trio shall provide the Managed Services as set out in the Scope of Work.

2.2 The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties.

2.3 The Customer shall not provide the ManagedServices directly or indirectly to third parties.

2.4 Trio reserves the right to: (a) modify its system, network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Service over its network, provided that this has no adverse effect on Trio’s obligations under this agreement and its provision of the Services.

3. SETUP SERVICES

3.1 Planning and due diligence. Trio shall examine all relevant Customer Sites and shall then prepare the Project Plan in co-operation with the Customer.

3.2 Implementation.Trio and the Customer shall co-operate in implementing the Managed Services in accordance with the implementation provisions of the Project Plan.

3.3 Roll-out.Trio and the Customer shall co-operate in rolling out the Managed Services in accordance with the roll-out provisions of the Project Plan.

3.4 Customer software. If the Project Plan identifies any Customer Software then the Customer shall grant Trio a royalty-free licence in accordance with Clause 16.7to use such Customer Software for the purpose of providing the Services for the remainder of the term of this agreement.

4. MAINTENANCEAND SUPPORT

4.1 Training.Trio shall provide training to such number of employees of the Customer as is specified in, and is otherwise in accordance with, the Project Plan and/orScope of Work.

4.2 Maintenance events. Maintenance work that may require interruption of the ManagedServices shall not normally be performed during normal business hours. Trio shall at all times endeavour to keep any service interruptions to a minimum.Any Maintenance that occurs during normal business hours, or without notice, and which were not requested by the Customer, shall be considered unplannedMaintenance. Trio shall at all times endeavour to keep any service interruptions to a minimum.

4.3 Support services. Should the Customer determine that the Managed Services include a defect or fault, the Customer may submit a Support Request.

4.4 Trio shall accept voicemail, e-mail and webform-based incident Support Requests 24 hours a day, seven days a week. Trio shall accept telephone calls for English language telephone support during normal business hours. Trio shall use reasonable endeavours to process SupportRequests, issue trouble ticket tracking numbers if necessary, determine the source of the problem and respond to the Customer. Trio shall use reasonable endeavours to respond to and resolve all Support Requests within the time periods specified below, according to priority.

4.5 Trio shall determine the priority of any incident in accordance with the following table:

Priority

Description

Response time

Target resolution time

Priority 1

The entire Managed Services are completely inaccessible. Priority 1 incidents shall be reported by telephone only.

Within two normal business hours.

Four normal business hours. Continuous effort after initial response and with Customer co-operation.

Priority 2

Operation of the Managed Services is severely degraded, or major components of the Managed Services are not operational and work cannot reasonably continue. Priority 2 incidents shall be reported by telephone only.

Within four normal business hours.

Within two business days after initial response.

Priority 3

Certain non-essential features of the Managed Services are impaired while most major components of the Managed Services remain functional.

Within 12 normal business hours.

Within seven business days after initial response.

Priority 4

Errors that are non-disabling or cosmetic and clearly have little or no impact on the normal operation of the Managed Services.

Within 24 normal business hours.

When reasonably possible.

4.6 The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit Trio direct access at the Customer Site(s) to the Customer’s information technology systems and infrastructure and the Customer’s files, equipment and personnel. TheCustomer shall provide such access promptly, provided that Trio complies with all the Customer’s security requirements and other policies and procedures relating to contractors entering and working on the Customer Site(s) notified to Trio.

4.7 Trio shall give the Customer regular updates of the nature and status of its efforts to correct any fault. Response time after hours is dependant upon staffing availability, safety, weather, and traffic conditions. If a Priority 1 or Priority 2 incident has not been resolved within the target resolution time, the incident shall be escalated to the senior management of Trio and the Customer.

4.8 The response times shown in the table below shall not apply to the following: (a) additions, moves or changes to users, devices, configurations or network; (b) issues reported otherwise than in accordance with paragraph 4.4 above; (c) issues caused by Equipment or Software not meeting Trio’s minimum standards; (d) requests relating to Software that is not approved by Trio; (e) issues that have been caused by the Customer not acting on advice or recommendations given by Trio; (f) issues caused by the Customer or third parties modifying any Equipment or Software configuration; (g) issues related to user-initiated virus and malware infections; (h) issues involving the sourcing of Equipment or Software; and (i) issues involving Equipment orSoftware that are not under current warranty or maintenance coverage.

4.9 Trio may reasonably determine that any services are Out-of-scope Services. If Trio makes any such determination, it shall promptly notify the Customer of that determination.

5. SERVICELEVEL ARRANGEMENTS

5.1 Service availability. The Managed Services shall be considered as unavailable only:(a) during periods of Priority 1 or Priority 2 incidents in accordance with Clause4.5; and (b) during periods of unplanned Maintenance in accordance with Clause4.2.

5.2 For the avoidance of doubt, the Managed Services shall not be considered as “unavailable” during Maintenance, Customer-caused outages or disruptions, or outages or disruptions attributable in whole or in part to a Force Majeure Event.

5.3 ServiceCredits. If Trio fails to provide a resolution within the relevant target resolution time, the Customer may be eligible for a Service Credit provided that the relevant fault or other problem: (a) did not result (wholly or in part) from a Customer Cause or a cause outside Trio’s control (including, but not limited to, a Force Majeure Event or any delay or failure by a third party); and (b) was promptly notified to Trio under clause 4.2.

5.4 Trios hall evaluate all information reasonably available to it and make a good faith determination of whether a Service Credit is owed.

5.5 ServiceCredits for a month in which Trio fails to provide a resolution within the target service level resolution time shall under no circumstances exceed the total monthly fee for Services payable to Trio for the for the same period. The provision of a Service Credit shall be the exclusive remedy for a particular service level failure.

5.6 ServiceCredits shall be shown as a deduction from the amount due from the Customer to Trio in the next invoice then due to be issued under the General Terms andConditions. Trio shall not in any circumstances be obliged to pay any money or make any refund to the Customer.

6. ADDITIONALFEES

In addition to the fees set out in the Scope of Work, Trio shall be entitled to charge (on a time and materials basis) where (a) no fault is found;(b) Out-of-scope Services are required; or (c) the cause of the incident that gave rise to the Support Request is one or more of the following: (i) that power has been switched off or disconnected from a socket, device or external power supply unit; (ii) that a network cable is disconnected at device, datapoint, switch or hub including at the communications cabinet; (iii) that that the fault relates to a telephone line and/or broadband circuit unless the telephone line and/or broadband service has been supplied and is currently supported by Trio under this agreement; (iv) that the fault relates to a Wi-Fi router unless that Wi-Fi router has been supplied and is currently supported byTrio under this agreement; or (v) Trio reasonably believes that the fault has been caused (wholly or in part) by damage or interference with Equipment or Software by the Customer.

7. DATA BACK-UP SERVICES

7.1 Where data back-up services are included, the following shall apply: (a) Trio will provide the Customer with the ability to upload its data from its computer systems and store it on third-party servers for the purpose of offsite backup, and to restore this data if required; (b) Trio will allocate to the Customer the designated storage quota for the storage of its data; (c) Trio will encrypt the Customer’s data during transit and storage; (d) Trio will store theCustomer’s data in data centres providing a high level of environmental protection and physical security; (e) Trio will automatically upgrade the customer’s designated storage quota to ensure that its backups will continue uninterrupted should if the storage limit is reached; (f) the Customer agrees not to permit any third party to use the data backup service; (g) the Customer must not store or transmit any unlawful, threatening, defamatory, offensive or pornographic material that constitutes a criminal offence or other unlawful act under any laws; (h) the Customer agrees to securely store its service and access details and will not knowingly allow its service and access details, specifically any security codes or passwords, to be viewed or retrieved by any third parties; (i)the Customer must promptly report any actual or suspected security breaches to privacy@triotechnical.com; and (j) the Customer agrees that it is solely responsible for paying in full any costs due to any third party that result from the use of the backup service.

7.2 No warranties are given that: (a) the backup service will be available at all times without interruption; (b) data centres will be free from unauthorised physical or remote access; (c) data stored will be entirely safe from loss or corruption; and (d) a full restoration of data is always possible.

8. DOMAIN NAMES

8.1 If the Customer instructs Trio to obtain a domain name for the Customer, Trio shall act as an agent for the Customer in dealing with the relevant domain name registration authority. The contract for the domain name shall be between theCustomer and the relevant domain name registration authority and the Customer agrees that it shall be solely responsible for renewals, and for legal, technical, administrative, billing or other requirements imposed by the relevant domain name registration authority (and relevant costs and expenses thereof).

8.2 Trio gives no warranty that the domain name requested shall not infringe the rights of any third party and all such enquiries shall be the responsibility of theCustomer. The domain name shall form part of the Customer’s IntellectualProperty Rights for the purposes of this agreement.

8.3 IfTrio licenses to the Customer an IP address as part of the Services, such IP address shall (to the extent permitted by law) revert to Trio after expiry or termination of this agreement for any reason, whereupon the Customer shall cease using the address. At any time after such expiry or termination, Trio may re-assign the address to another user.

9. GOVERNING LAW AND JURISDICTION

9.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims)shall be governed by and construed in accordance with the law of England andWales.

9.2 Each party irrevocably agrees that the courts of England and Wales shall have[exclusive or non-exclusive] jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Last updated 9th August 2022

Find out more

Tech for Creatives

Managed Services Agreement

TRIO MANAGED SERVICES AGREEMENT

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this agreement.

Customer Site(s): any premises occupied by the Customer at which it receives the ManagedServices.

General Terms and Conditions: Trio’s General Terms and Conditions available at https://triotechnical.com.

Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) provided and used by Trio to deliver the Managed Services to the Customer.

Maintenance: any error corrections, updates and upgrades that Trio may provide or perform with respect to the Managed Services, as well as any other support or training services to be provided to the Customer under this agreement.

Out-of-scope Services: any of the following services: (a) any services provided by Trio in connection with any apparent problem regarding theServices reasonably determined by Trio not to have been caused by a defect or fault, but rather by a Customer Cause or a cause outside Trio’s control.

Project Plan: the plan to be developed in the planning stage of the Set-up Services.

Set-up Services: the due diligence, configuration and related work referred to in Clause3 to be performed by Trio to set up the Managed Services.

Service Credits: the service credits specified in the table set out in Clause 5.

Software: any software used by Trio (or any of its sub-contractors) to provide the Managed Services to the Customer whether owned by a third party, by the Customer (Customer Software) or by Trio.

Support Request: a request made by the Customer for support in relation to the Managed Services.

1.2 Terms as defined in the General Terms and Conditions shall have the same meaning when used in this agreement.

1.3 Rules of interpretation in the General Terms and Conditions shall apply to this agreement.

2. SERVICEPROVISION

2.1 Trio shall provide the Managed Services as set out in the Scope of Work.

2.2 The Customer shall remain responsible for the use of the Managed Services under its control, including any use by third parties.

2.3 The Customer shall not provide the ManagedServices directly or indirectly to third parties.

3. SETUP SERVICES

3.1 Planning and due diligence. Trio shall examine all relevant Customer Sites and shall then prepare the Project Plan in co-operation with the Customer.

3.2 Implementation.Trio and the Customer shall co-operate in implementing the Managed Services in accordance with the implementation provisions of the Project Plan.

3.3 Roll-out.Trio and the Customer shall co-operate in rolling out the Managed Services in accordance with the roll-out provisions of the Project Plan.

3.4 Customer software. If the Project Plan identifies any Customer Software then the Customer shall grant Trio a royalty-free licence in accordance with Clause 16.7to use such Customer Software for the purpose of providing the Services for the remainder of the term of this agreement.

4. MAINTENANCEAND SUPPORT

4.1 Training.Trio shall provide training to such number of employees of the Customer as is specified in, and is otherwise in accordance with, the Project Plan and/orScope of Work.

4.3 Support services. Should the Customer determine that the Managed Services include a defect or fault, the Customer may submit a Support Request.

4.5 Trio shall determine the priority of any incident in accordance with the following table:

Priority

Description

Response time

Target resolution time

Priority 1

The entire Managed Services are completely inaccessible. Priority 1 incidents shall be reported by telephone only.

Within two normal business hours.

Four normal business hours. Continuous effort after initial response and with Customer co-operation.

Priority 2

Operation of the Managed Services is severely degraded, or major components of the Managed Services are not operational and work cannot reasonably continue. Priority 2 incidents shall be reported by telephone only.

Within four normal business hours.

Within two business days after initial response.

Priority 3

Certain non-essential features of the Managed Services are impaired while most major components of the Managed Services remain functional.

Within 12 normal business hours.

Within seven business days after initial response.

Priority 4

Errors that are non-disabling or cosmetic and clearly have little or no impact on the normal operation of the Managed Services.

Within 24 normal business hours.

When reasonably possible.

4.9 Trio may reasonably determine that any services are Out-of-scope Services. If Trio makes any such determination, it shall promptly notify the Customer of that determination.

5. SERVICELEVEL ARRANGEMENTS

5.1 Service availability. The Managed Services shall be considered as unavailable only:(a) during periods of Priority 1 or Priority 2 incidents in accordance with Clause4.5; and (b) during periods of unplanned Maintenance in accordance with Clause4.2.

5.2 For the avoidance of doubt, the Managed Services shall not be considered as “unavailable” during Maintenance, Customer-caused outages or disruptions, or outages or disruptions attributable in whole or in part to a Force Majeure Event.

5.4 Trios hall evaluate all information reasonably available to it and make a good faith determination of whether a Service Credit is owed.

5.6 ServiceCredits shall be shown as a deduction from the amount due from the Customer to Trio in the next invoice then due to be issued under the General Terms andConditions. Trio shall not in any circumstances be obliged to pay any money or make any refund to the Customer.

6. ADDITIONALFEES

7. DATA BACK-UP SERVICES

8. DOMAINNAMES

8.2 Trio gives no warranty that the domain name requested shall not infringe the rights of any third party and all such enquiries shall be the responsibility of theCustomer. The domain name shall form part of the Customer’s IntellectualProperty Rights for the purposes of this agreement.

9. GOVERNING LAW AND JURISDICTION

9.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims)shall be governed by and construed in accordance with the law of England andWales.