Supplemental - Vanguard

Where a Customer purchases Professional Services (as defined below) from Trustack, these Supplemental Terms shall apply, in addition to those in the Agreement.

 

1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: 8.30am – 5.00pm GMT on a Business Day.
Charges: the charges for the provision of the Professional Services by Trustack to the Customer as set out in the Quotation.
Commencement Date: as set out in the Quotation.
Contract Year: a twelve (12) month period commencing on the Commencement Date or any anniversary of it.
Day: a period of seven and a half (7.5) hours.
Out of Hours Rates: Professional Services provided on a Business Day outside of Business Hours and/or Saturdays shall be chargeable at one and a half (1.5) times the standard rate. Professional Services provided on Sundays and/or public holidays shall be chargeable at two (2) times the standard rate.
Professional Services: means all or part of the services described in clause 3 or identified in the Quotation and any related services that Trustack agrees to provide to the Customer under these Supplemental Terms.
Renewal Term: a period of time equal to the Term.
Service Days: the number of Days of Professional Services to be provided by Trustack to the Customer per Contract Year, as specified in the Quotation.

Term: as specified in the Quotation.

 

2. Professional Services Term
2.1 These Supplemental Terms commence on the Commencement Date and will continue for the Term, after which it will automatically renew for the Renewal Term and shall continue to renew in this way, subject to Trustack’s updated prices and terms and conditions at the time of the renewal, until terminated by either party.
2.2 Either party may terminate these Supplemental Terms by providing not less than 60 (sixty) days written notice to expire no earlier than the expiry date of the Term or Renewal Term.

 

3. Provision of the Professional Services
3.1 The Professional Services shall be limited to:
3.1.1 standard Professional Services;
3.1.2 standard installation services;
3.1.3 SSL revalidation; and
3.1.4 other project-based services.
3.2 The Professional Services shall expressly exclude any:
3.2.1 managed services;
3.2.2 ongoing support services or maintenance services;
3.2.3 helpdesk or incident response services;
3.2.4 emergency or on call services; or
3.2.5 any third party or sub-contracted services,
unless otherwise agreed by Trustack in writing.
3.3 Trustack shall perform the Professional Services:
3.3.1 In line with Out of Hours Rates where works are carried out on a non-Business Day and/or on a Business Day outside of Business Hours
3.3.2 with reasonable care and skill in accordance with the generally recognised standards and practices in its industry; and
3.3.3 in a timely and professional manner and shall use reasonable endeavours to meet any performance dates agreed between the parties but these dates are estimates only. Time is not of the essence for the performance of any of Trustack’s obligations under these Supplemental Terms.

4. Service Days
4.1 Subject to these Supplemental Terms, the Customer shall be entitled to the provision of Professional Services by Trustack for the Service Days.
4.2 The Customer may request the provision of Professional Services at any time during the Term and/or any Renewal Term and Trustack shall confirm the number of Service Days required on the relevant quotation. On receipt of the quotation, the Customer will confirm its acceptance to Trustack which will signify the Customer’s agreement as to the Professional Services to be provided and the number of Service Days required.
4.3 The Customer acknowledges and agrees that:
4.3.1 Service Days will be deducted in either half Day or full Day increments only;
4.3.2 no Professional Services will be provided until Trustack has received confirmation from the Customer that the relevant quotation has been accepted; and
4.3.3 these Supplemental Terms do not entitle the Customer to an expedited service. Service Days must be scheduled in advance and lead times will be advised by Trustack when Professional Services are requested by the Customer.
4.4 Subject to clause 4.5, if the Customer uses all of the Service Days in any Contract Year of the Term and/or any Renewal Term but wishes to request additional Professional Services to be provided during that Contract Year, the Customer may request to:
4.4.1 use up to 50% of the Service Days for the following Contract Year (which shall reduce the number of Service Days available to it in the following Contract Year accordingly);
4.4.2 pay for the additional Professional Services at Trustack’s prevailing Day rate at the time such additional Professional Services are requested; or
4.4.3 increase the number of Service Days it is entitled to in accordance with clause 4.6.
4.5 In the final Contract Year of the Term or any Renewal Term, clause 4.4.1 shall not apply.
4.6 Subject to clause 4.7, where the Customer wishes to increase the number of Service Days it is entitled to during the Term and/or any Renewal Term it must make a request to Trustack in writing which Trustack shall be free to accept or reject. If such request is made during:
4.6.1 the first Contract Year of the Term and/or any Renewal Term, the cost of the
additional Service Days shall be calculated pro rata in accordance with the Charges;
4.6.2 any other Contract Year of the Term, the cost of the additional Service Days shall be calculated pro rata in accordance with Trustack’s prevailing Charges for new contracts for the provision of Professional Services.
4.7 The Customer shall not be entitled to increase the number of Service Days it is entitled to during the final Contract Year of the Term and/or any Renewal Term and instead may request to enter into a new agreement with Trustack for the provision of Professional Services.
4.8 For the avoidance of doubt, if the Customer does not use all of its Service Days in any Contract Year then the remaining Service Days shall roll over into the following Contract Year. If the Customer has not used all of its Service Days entitlement by the end of the Term or any Renewal Term, the remaining Service Days cannot be transferred to any subsequent Renewal Term nor will any refund be made to account for unused Service Days.

5. Charges and payment
5.1 In consideration for the provision of the Professional Services, the Customer shall pay Trustack the Charges.
5.2 Trustack shall increase the Charges with effect from each anniversary of the Commencement Date at the capped rate of 2.5% (two and a half percent).
5.3 Trustack shall invoice the Customer:
5.3.1 for the Charges monthly in advance; and
5.3.2 on agreement of any additional Service Days agreed with Trustack in accordance with clause 4.4 or 4.7.

6. Termination
6.1 Without affecting any other right or remedy available to it, either party may terminate these Supplemental Terms with immediate effect by notifying the other party if:
6.1.1 the other party is in material breach of these Supplemental Terms where:
6.1.1.1 the breach is not capable of remedy; or
6.1.1.2 the breach is capable of remedy and is not remedied within 14 days by the
other party after being notified to do so;
6.1.2 the other party takes or has taken against it (other than in relation to a solvent
restructuring) any step or action towards its entering bankruptcy, administration,
provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 6.1.2;
6.1.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or
a substantial part of its business; or
6.1.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these Supplemental Terms is in jeopardy.
6.2 Without affecting any other right or remedy available to it, Trustack may terminate these Supplemental Terms with immediate effect by notifying the Customer if the Customer fails to pay any amount due under these Supplemental Terms by the due date for payment.
6.3 In the event Trustack terminates these Supplemental Terms in accordance with clause 6.2, no refund shall be made to take into account unused Service Days at the point of termination.

7. Consequences of termination
7.1 On termination of these Supplemental Terms:
7.1.1 the Customer shall immediately pay to Trustack the Charges for the remainder of the Term or Renewal Term (as applicable) and all of the Supplier’s outstanding unpaid invoices and interest; and
7.1.2 except as otherwise set out in these Supplemental Terms, each party shall promptly destroy or return to the other party (as instructed by the other party) all materials and other property in its possession or control that belong to the other party and were supplied in connection with these Supplemental Terms.
7.2 Termination of these Supplemental Terms will not affect any rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Supplemental Terms which existed at or before the date of termination.
7.3 Any provision of the Supplemental Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Contract will remain in full force and effect.