This document describes the common aspects of Service Level Agreements that apply to NSMS services.
2. General Customer Responsibilities
At the commencement of any agreement, the Customer will nominate two members of its staff, who will be responsible for liaising with OUCS concerning support. In normal circumstances only these nominated individuals would be expected to contact OUCS concerning the Service. The Customer will promptly notify OUCS should there be any change to these nominees.
The Customer is responsible for the physical security of any hardware installed at its site. OUCS will make every reasonable endeavour to ensure the security of (a) the Customer's premises while occupied by OUCS staff and (b) the Customer's keys in its possession, and will notify the Customer's nominee as soon as it is aware of a security risk (eg. loss of key; door left unlocked).
The Customer must not interfere with aspects of service management for which OUCS is responsible. OUCS reserves the right to charge for the time involved in recovering from the consequences of inappropriate actions on a service by members of the Customer's institution attempting to take any action in regard to the service which have been defined as the responsibility of OUCS, except where such action has been taken as a result of the failure of OUCS to provide support in accordance with Section 3. Support Call Out hereof. In such circumstances the Customer will give a minimum of 2 hours notice of its intention via the urgent call out method described in clause 4 of that Section.
3. Support Call Out
There are two levels of support provided to the Customer: urgent and non-urgent. Urgent support requirements relate solely to serious loss or degradation of service and OUCS will respond to such calls within 4 working hours (typically much less than this).
If non-urgent calls are not attended to within 3 working days, the Customer will be entitled to escalate such calls to the 'Urgent' level.
Contact arrangements for urgent support issues are as follows:
The workings of an agreement will be reviewed at meetings to be scheduled during the course of the agreement.
5. Working Hours
Working hours are defined as 9:00 - 17:00, Monday to Friday, excluding Bank Holidays and the Christmas closure period of OUCS.
6. Charges and Payment
The charges associated with an agreement shall initially be paid at the start of the agreement. Annual charges for OUCS services shall be due on 1 August of each subsequent year.
OUCS may vary the charges for an agreement with effect from the end of the first year or any date thereafter by giving to the Customer three calendar months' notice in writing of the new charges.
OUCS is prepared to take on work for the Customer that falls outside of a standard agreement on the basis of an hourly charge.
Annual agreements are for a minimum period of one year and shall continue as an annual agreement thereafter until terminated by either party giving the other three calendar months' notice in writing.
If at any time either party shall be in breach of its obligations relating to service agreement the other party may serve upon the defaulting party notice in writing specifying the breach complained of and requiring the same to be remedied. If the party in default does not give notice that it disputes the breach under the terms of Section 11. Notices or if the breach is in connection with the terms of Section 11. Notices and it fails within 30 days from the date of such notice to remedy the breach then upon the expiration of that period this Agreement shall terminate but without prejudice to the rights of either party in respect of any antecedent claim.
Sections 9. Limitation of Liability and 10. Force Majeure shall survive the termination of agreements (for whatever reason).
Neither party may assign or transfer agreements or any rights therein without the prior written consent of the other.
9. Limitation of Liability
Although OUCS will use all reasonable endeavours to perform the work set out in agreements, it can make no guarantees concerning any particular outcome.
OUCS accepts no responsibility for the use which the Customer makes of advice or information which it gives, or opinions which it expresses, or of materials, certificates or documents which it supplies.
Without prejudice to any right which the Customer may have to claim against OUCS, the Customer undertakes to make no claim against any employee, agent or appointee of OUCS in regard to any agreements.
The liability of either party for any breach of agreements, or arising in any way out of the subject matter of agreements, will not extend to any incidental or consequential damages or losses including (without limitation) loss of profit.
In any event, the maximum liability of OUCS to the Customer under or otherwise in connection with agreements or their subject matter shall not exceed the return of all moneys provided to OUCS by the Customer under Section 6. Charges and Payment, together with interest at the prevailing Barclays Bank PLC rate.
10. Force Majeure
If the performance by either party of any of its obligations under agreements (other than an obligation to make a payment) shall be prevented by circumstances beyond its reasonable control, then such party shall be excused from performance of that obligation for the duration of the relevant event.
The formal representative of OUCS for the purpose of serving official notices under any agreement until further notice shall be:The Director, Computing Systems & Services
The Customer will nominate a formal representative for the purpose of serving official notices under agreements.
Routine operational communication under the terms of any agreement shall take place between the Customer's nominees as identified under Section 2. General Customer Responsibilities, clause 1 and the nominated employees, agents or appointees as advised by OUCS from time to time.
12. Dispute Resolution
Both parties acknowledge that circumstances change and that situations will arise which may not have been fully anticipated by any agreements, and that this may lead to disputes about responsibilities under the terms of agreements. In such circumstances, both parties undertake to work in good faith and to use every reasonable endeavour to find a mutually acceptable resolution to such disputes.
Should a dispute of any nature arise between the parties to an agreement, then the designated nominees will use every reasonable endeavour to resolve such dispute.
Should the designated nominees fail to bring any dispute to resolution within 14 days of written notice of a dispute being given by either party's nominee to the other, then a formal notice shall be served by the formal representative of the party first notifying the dispute to the other party's formal representative.
The formal representatives of each party shall use every reasonable endeavour to resolve the dispute, such as but not limited to holding meetings of all interested parties.
Should all efforts to address the dispute not reach a resolution within 30 days of the date of formal notification under Section 11. Notices, then the parties shall appoint an independent arbiter to consider and arbitrate on the dispute. Should the parties not be able within 7 days to agree on such a person, then they shall ask the Vice-Chancellor of the University of Oxford to nominate an arbiter, which selection shall be binding upon both parties.
The decision of the duly appointed arbiter shall be binding upon both parties.
Section headings are inserted in agreements for convenience only, and they shall not be taken into account in the interpretation of any agreements.
Where the Customer is obliged to make a payment due to OUCS under or pursuant to any agreement which attracts Value-Added, Sales, Use, Excise or similar taxes or duties, the Customer shall be responsible for paying such taxes and duties.
If the Customer fails to make any payment due to OUCS under any agreement then, without prejudice to the other rights and remedies of OUCS consequent upon breaches of the agreement, OUCS may charge interest on the balance outstanding, accruing from day-to-day at the rate of four per cent (4%) per annum above the Barclays Bank plc rate from time to time in force and compounded annually as at 31 December.
Any variation in an agreement shall be in writing and signed by the formal representatives of both parties.
All agreements are governed by English Law. The English Courts shall have exclusive jurisdiction to deal with any unresolved dispute which has arisen out of or in connection with this Agreement.
If any clause of an agreement is held to be invalid or unenforceable under any applicable statue or rule of law then it shall be deemed to be omitted, and if as a result OUCS becomes liable for loss or damage which would otherwise have been excluded, then such liability shall be subject to the remaining clauses.
Further information about our services can be obtained by contacting NSMS at email@example.com or by telephone on 01865 273209.