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1. Purpose

This document describes the Service Level Agreement for the File Server service that is managed by the Network Systems Management Services (NSMS) at Oxford University Computing Services (OUCS). The File Server Service provides for the delivery by OUCS of certain services ("the Service") to a customer ("the Customer") in respect of a Server computer identified as ("the Server") and its associated software and network connections.

2. General Customer Responsibilities

  1. At the commencement of this Agreement, the Customer will nominate two members of its staff, who will be responsible for liaising with OUCS concerning the support of the Server. 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.

  2. The Customer is responsible for the physical security of the 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).

  3. The Customer must not interfere with aspects of the Server for which OUCS is responsible. OUCS reserves the right to charge for the time involved in recovering a Server which has been damaged 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 17. 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.

  4. During the installation phase, no changes to the Server will be made by the Customer's staff unless under the guidance of OUCS. Thus OUCS must be consulted to discuss the proposed changes and must agree to them being made prior to any Customer staff attempting to make the changes. The installation phase will be deemed complete when the agreed initial server configuration has been completed.

  5. The Customer will be responsible for ordering software and the correct number of licences, except where such responsibility has been delegated in writing to OUCS. The Customer agrees to adopt a conscientious approach to software licensing.

3. Installation of System Software

  1. The system software to be installed will be agreed between OUCS and the Customer. Documentation and media for the software will be provided to the Customer if required.

4. Installation of Application Software

  1. The application software to be installed on the server by OUCS, along with the number of licences required, will be specified to OUCS as and when required.

  2. OUCS will be responsible for the installation of application software on the server.

  3. OUCS does not guarantee to be able to install all requested applications, although it will attempt to use all reasonable endeavours if the Customer makes a request to OUCS. There may be a supplementary charge levied to cover the work involved.

5. Installation of Work Station Software

  1. This agreement does not cover arrangements for the detailed setup and management of Workstations using the Server. OUCS is happy to enter into a separate agreement with the Customer concerning general workstation management if the Customer so wishes. However, OUCS accepts the limited responsibility of providing technical information about the setup of a workstation and assisting in its implementation.

  2. If required, OUCS will provide a specimen working bootable image for one of the Customer's PCs, with instructions on how this may be extended to other PCs.

  3. If required, OUCS will provide a specimen bootable floppy disk which contains sufficient software to permit a PC booted with the disk to communicate with the server.

  4. If required, OUCS will provide instructions on how to obtain the latest version of some appropriate anti-virus software, and how to keep it up to date.

  5. The changeover from the current computer setup to a file server setup will take place sometime after the application software has been installed on the Server. The Customer will be primarily responsible for the changeover from standalone PCs to Server based PCs, but OUCS will provide advice during this period.

6. Training

  1. If required, some introductory training and documentation will be provided by OUCS. This will consist of a morning of demonstrations of the principal interfaces which will be used by the Customer's staff for their day to day server management requirements. Documentation and references covering the material demonstrated will be provided.

7. Maintenance of User Accounts

  1. The Customer will be responsible for adding and removing "normal" user accounts from the Server.

8. Disk Management

  1. The Customer will be responsible for requesting changes to disk space quotas for users.

  2. OUCS will be responsible for changing disk volume sizes as necessary. Where additional hard disk capacity is required the Customer will be responsible for purchasing hardware approved by OUCS, but OUCS will be responsible for installing, setting up and configuring the hardware.

9. Maintenance of the Network Operating System

  1. OUCS will be responsible for maintaining the network operating system. This will include upgrading the operating system to new versions when it is recommended to do so. OUCS will provide the Customer with fair warning before such an upgrade occurs.

  2. If required, manuals and any other appropriate documentation will be provided within 24 hours of the upgrade (availability permitting). If not available, OUCS will supply a summary of the upgrade in writing within this time scale. The cost of manuals and media will be charged to the Customer.

10. Maintenance of Management and Application Software

  1. Where OUCS has agreed to take responsibilty for particular application software, this software will be upgraded as and when appropriate. Upgrades will normally be applied within one month of OUCS obtaining the upgrade. Sometimes OUCS will advise against the application of an upgrade, in which case the upgrade will not be applied. The Customer may have its own reasons for not having the upgrade applied. OUCS will liaise with the Customer on this and upgrades will not be applied without the agreement of the Customer.

  2. For applications for which support has not been agreed, there may be a supplementary charge levied to cover the work involved.

  3. OUCS will maintain a software licence metering system for installed software.

  4. OUCS will provide and upgrade virus detection software regularly, and within 7 days of the release date of upgrades. Prior consent of the Customer will not normally be sought for this, but, if required, the Customer will be advised when each upgrade has been carried out.

11. Software Licence Costs

  1. The Customer will pay the cost of any software licences, upgrades as and when required, and media and documentation for the software listed in the Schedule.

12. Maintenance of Hardware

  1. The Customer will endeavour to keep the Server hardware in working order and upgrade the system on OUCS' recommendation. Unless there is good reason not to, the Customer will enter into a suitable quick turnaround maintenance contract for the Server hardware, a copy of which contract will be provided to OUCS.

  2. The Customer will pay the cost of maintaining the hardware.

  3. OUCS cannot accept responsibility for hardware maintenance, although, if requested, it will attempt to assist in dealing with any hardware problems, for which it reserves the right to levy an appropriate charge.

13. Maintenance of Fixed Workstations

  1. Unless other agreements are in effect, the Customer is responsible for the hardware and software installed on workstations in computer rooms and libraries.

14. Backups

  1. Local backups will be the responsibility of the Customer.

  2. The Customer will advise OUCS of its local backup arrangements when they have been decided.

  3. OUCS will install software to take daily incremental backups of the server filestore from Monday to Friday.

  4. OUCS will take full tape backups of the filestore approximately once a month to provide a historical archive and to speed up filestore recovery if there has been complete loss of filestore. The costs of the media for these backups will be borne by the Customer.

15. Printers

  1. The Customer will normally be responsible for maintaining the printers under its jurisdiction.

  2. OUCS will normally be responsible for the integration of printing services into the Customer's environment.

16. Disaster Recovery

  1. Following any loss of service, no matter how caused, when the Server hardware and the communications infrastructure have been restored to the state they were in before the loss of service, OUCS will ensure that the Server filestore is restored to at least the state it was in at the time of the last successful backup.

17. Support Call Out

  1. There will be 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.

  2. 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.

  3. Contact arrangements for non-urgent support issues are as follows:
  4. Contact arrangements for urgent support issues are as follows:

    • By telephone: 83200 (OUCS Reception) and ask for NSMS emergency support.

18. Review

  1. The workings of this Agreement will be reviewed at meetings to be scheduled during the course of the Agreement.

19. Working Hours

  1. Working hours are defined as 9:00 - 17:00, Monday to Friday, excluding Bank Holidays and the Christmas closure period of OUCS.

20. Charges and Payment

  1. The charges specified in the Schedule attached to this Agreement shall initially be paid on the signing of this Agreement. Annual charges for OUCS services shall be due on the anniversary of the Agreement date.

  2. OUCS may vary the charges specified in the Schedule attached to this 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.

  3. OUCS is prepared to take on work for the Customer that falls outside this contract on the basis of an hourly charge.

21. Termination

  1. This Agreement is 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.

  2. If at any time either party shall be in breach of its obligations relating to this 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 25. Notices or if the breach is in connection with the terms of Section 25. 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.

  3. Sections 23. Limitation of Liability and 24. Force Majeure shall survive the termination of this Agreement (for whatever reason).

22. Assignment

  1. Neither party may assign or transfer this Agreement or any of its rights herein without the prior written consent of the other.

23. Limitation of Liability

  1. Although OUCS will use all reasonable endeavours to perform the work set out in this Agreement, it can make no guarantees concerning any particular outcome.

  2. 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.

  3. 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 this Agreement.

  4. The liability of either party for any breach of this Agreement, or arising in any way out of the subject matter of this Agreement, will not extend to any incidental or consequential damages or losses including (without limitation) loss of profit.

  5. In any event, the maximum liability of OUCS to the Customer under or otherwise in connection with this Agreement or its subject matter shall not exceed the return of all moneys provided to OUCS by the Customer under Section 20. Charges and Payment, together with interest at the prevailing Barclays Bank PLC rate.

24. Force Majeure

  1. If the performance by either party of any of its obligations under this Agreement (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.

25. Notices

  1. The formal representative of OUCS for the purpose of serving official notices under this Agreement until further notice shall be:

    The Director
    Oxford University Computing Services
    13 Banbury Road
    Oxford OX2 6NN

  2. The Customer will nominate a formal representative for the purpose of serving official notices under this Agreement.

  3. Routine operational communication under the terms of this 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.

26. Dispute Resolution

  1. Both parties acknowledge that circumstances change and that situations will arise which may not have been fully anticipated by this Agreement, and that this may lead to disputes about responsibilities under this Agreement. 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.

  2. Should a dispute of any nature arise between the parties to this Agreement, then the designated nominees will use every reasonable endeavour to resolve such dispute.

  3. 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.

  4. 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.

  5. Should all efforts to address the dispute not reach a resolution within 30 days of the date of formal notification under Section 25. 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.

  6. The decision of the duly appointed arbiter shall be binding upon both parties.

27. General

  1. Section headings are inserted in this Agreement for convenience only, and they shall not be taken into account in the interpretation of this Agreement.

  2. Where the Customer is obliged to make a payment due to OUCS under or pursuant to this Agreement which attracts Value-Added, Sales, Use, Excise or similar taxes or duties, the Customer shall be responsible for paying such taxes and duties.

  3. If the Customer fails to make any payment due to OUCS under this Agreement then, without prejudice to the other rights and remedies of OUCS consequent upon breaches of this 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.

  4. This Agreement constitutes the entire agreement between the parties for the Service. Any variation shall be in writing and signed by the formal representatives of both parties.

  5. This Agreement is 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.

  6. If any clause of this 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.