In this Agreement the following terms shall have the meanings set out below: -
The Customer shall:
Dynamic Networks reserves the right, without prejudice to any other remedies Dynamic Networks may have, to refer any dispute between Dynamic Networks and the Customer arising in any way in connection with the Agreement or the Rights and duties of the parties to an individual acting as expert and not as arbitrator who shall decide the dispute in hand to be agreed between the parties hereto or in default of Agreement to be appointed on the application of either party by the Chief Executive Officer for the time being of the National Computing Centre. The decision of any expert appointed hereunder shall, save in the case of manifest error, be final and binding on the parties. The charges of the expert shall be borne as the expert, in its absolute discretion, determines.
This Agreement sets out the entire Agreement between the parties and supersedes all prior Agreements, understandings and arrangements between them, and representations by them, whether oral or written, which relate to the subject matter of this Agreement PROVIDED THAT this clause shall not exclude or limit liability for fraud. In the event of any conflict or inconsistency between the terms of the Appendices and the Schedules, the terms of the Appendices shall prevail.
The terms of this Appendix shall apply to any Maintenance provided by Dynamic Networks under this Agreement in addition to the other terms of this Agreement (in so far as those are applicable to the provision of such Maintenance). Clauses referred to in this Appendix shall unless otherwise stated relate to clauses of this Appendix.
During the continuance of the Maintenance Contract, the Customer shall: -
The terms and conditions of this Appendix 3 shall apply to any Infrastructure Services (as defined below) to be provided by Dynamic Networks under this Agreement in addition to the other terms of this Agreement (insofar as applicable to the provision of such Infrastructure Services).
In this Appendix 3, the following defined terms shall have the meanings set out below: -
Until such time as title in the Materials passes to the Customer, the Customer shall hold the Materials as the fiduciary agent and Bailee of Dynamic Networks, and shall, so far as is reasonably practicable, keep the Materials separate from equipment owned by the Customer and third parties located at the Site and properly stored, protected and insured and, so far as is reasonably practicable, identified as the property of Dynamic Networks.
Until such time as title in the Materials passes to the Customer, Dynamic Networks shall be entitled at any time to require the Customer to deliver up such Materials to Dynamic Networks and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Materials are located and repossess such Materials.
Dynamic Networks warrants that any Works shall be free from defects in workmanship and materials and remain so for a period of 90 days following the date that Dynamic Networks informs the Customer that such Works have been completed PROVIDED ALWAYS that if Dynamic Networks shall be in breach of this warranty its liability shall be limited to attending the Site with all reasonable speed (bearing in mind its other obligations) and carrying out such additional works and/or supplying replacement Materials as are required to rectify any defects.
In certain circumstances Dynamic Networks will extend and offer product warranties outside the standard terms. These will always be qualified and clearly outlined within the agreement.