INR RELAY Support Service Level Agreement
Date of this Agreement 01.07.2002
Basildon & Thurrock NHS Trust
Nether Mayne, Basildon, Essex SS16 5NL
INR RELAYDescribes the nature of the service as provided by the Licensor to the Licensee; an automated service for the transmission of INR results, dosing advice and clinic appointments to Licensee’s patients. (A full description is found at www.pacehealthsystems.com).
NORMAL WORKING HOURS9.00am to 5.00pm between and including Mondays and Fridays, excluding statutory and public holidays
SET UP FEEFee payable on the signing of this agreement, in consideration for the provision of hardware and software at the Licensee site as detailed in Appendix 1.
SERVICE AND SUPPORT FEESFees paid following quarterly invoices (1st April, 1St July, 1st October, 1st January) as detailed in Appendix 1.
TELEPHONE DIAGNOSIS AND ASSISTANCEMechanism of establishing a telephone connection between the licensor’s computer and licensee’s computer to enable the licensor to identify and correct faults by conversation and/or remote control.
CONFIDENTIAL INFORMATIONThe information concerning INR RELAY and other products or business of the Licensor that is disclosed to the Licensee, whether orally, in writing or by any other means, whether marked as confidential or not except for information in the public domain.
This Agreement runs indefinitely from the date of this Agreement and will continue until termination as defined in paragraph 13.
1.2 The licensor will provide to the licensee the INR RELAY hardware, software, support and other services as listed in appendix 1 of this agreement.
1.3 Hardware replacement and maintenance at the licensee’s location is the sole responsibility of the licensee.
e to use the hardware and software and systems the subject of this Agreement for the duration of this Agreement.
3. FEES AND PAYMENT
3.2 The Service and Support Fees shall be payable within thirty (30) days following the quarterly submission of an invoice from the Licensor to the licensee at the rate prevailing at the time of the invoicing.
3.3 The Licensor shall be entitled to vary the Service and Support Fee by giving not less than three (3) months' written notice to The Licensee, and the variation in the Service and Support Fee shall be effective upon the expiry of such notice.
3.4 The Licensee shall pay any and all charges other than the Service and Support Fee which may arise from time to time on or within thirty (30) days of the due date, in accordance with the terms and conditions of The Licensor. Such charges will not be incurred without an estimate of the charge being given to The Licensee in advance.
3.5 If The Licensee shall fail to pay any Service and Support Fee, or other charge, arising hereunder on within 30 days of the due date The Licensor will be entitled, without prejudice, to suspend the provision of any service and demand the return of all hardware and software until the receipt of the whole support and service fee. Both parties will act in accordance with NHS SYSCON procedures for dispute resolution (SYSCON Version 5 – March 2001, NHS Purchasing and Supply Agency 2001, 1717461v5).
3.6If the Licensee shall fail to pay any Service and Support Fee, or other charge, arising hereunder within 30 days of the due date The Licensor will be entitled to charge simple interest at an annual rate of 10% calculated from the due date.
4.1 Support will normally be provided by modem (using appropriate secured access) or NHSnet access. It is the responsibility of The Licensee to ensure that all equipment used complies with local and national guidelines for the use and security of IT equipment.
4.2 The Licensee shall provide The Licensor with full and unrestricted access to the equipment and, at The Licensee's expense, make available suitable personnel, working space, the facility of and operating time on any applicable system as may reasonably be required by The Licensor to enable the proper performance of the Service.
4.3 The Licensee shall accompany The Licensor personnel whilst present on The Licensee's premises and take all reasonable precautions to ensure the health and safety of such personnel whilst on the premises of The Licensee. Similarly The Licensee shall inform such personnel of any safety and other relevant rules and regulations for the time being applicable to and/or on such premises.
5.2 The Licensor reserves the right to sub-contract services covered by this Agreement to any organisation chosen, e.g. to have proprietary software maintained by the manufacturer. Such action will only be taken with The Licensee’s prior agreement – such agreement not to be unreasonably refused or delayed.
5.3 Telephone Diagnosis and Assistance during at normal working hours.: The Licensor will undertake to:
provide immediate advice to expedite return of the system to an operational state
dispatch any software needed to return the system to an operational state
send, where necessary, a member of the support team, to The Licensee's Laboratory to effect correction of the fault
provide immediate advice to expedite return of the system to an operational state.
dispatch any software needed to return the system to an operational state.
send, where necessary, a member of the support team, to The Licensee's Laboratory to effect correction of the fault.
5.4 Rectification of software defects. Software defects will be referred to the Licensor promptly and The Licensee will be appraised of progress at regular intervals.
5.5 By express agreement, The Licensor reserves the right to take advantage of site visits requested by The Licensee to carry out any preventive maintenance which it may be felt necessary to carry out, located at the same site during the same visit.
5.6 There is no requirement for preventative hardware maintenance. Software housekeeping routines are automated (with the exception of archiving once disk capacity is saturated) such that preventative software maintenance is not required.
5.7 Remote Maintenance. Where faults occur, The Licensor Telephone Diagnosis and Assistance Telephone Support Diagnostics may request the Licensee to connect the system using agreed method of remote access. A remote check of the equipment and software may be carried out for the purpose of:
the investigation and correction of problems
checking and correction of the data base
the remote editing of the necessary files.
5.8 The cost of the remote maintenance telephone communication will in any case be the responsibility of The Licensee.
5.9 The Licensor will provide The Licensee with corrections for reproducible anomalies encountered during the application of the software or will specify the recommended solution. The Licensor will respond to The Licensee's requests and will provide the necessary information where available.
5.10 Where The Licensor distributes corrected or modified versions of the software, the software technical support will only be provided for the latest version distributed.
5.11 Software Updates. The revision of the software within a Version is included free of charge under this Agreement, including the cost of installation and implementation by the The Licensor personnel. New Versions of software may be supplied at The Licensor's discretion. Hardware upgrades are the responsibility of The Licensee. There is no obligation for The Licensee to take new software versions within a specified time period.
5.12 Audit data messages for the information of the The Licensee will be provided, in order that The Licensee can audit the system
5.13 The Licensor will not guarantee that the software will satisfy operating conditions, other than those specified in version specific On-Line Help and manuals, for which these products are intended.
5.14 The licensor will not be responsible for the maintenance of any hardware including cabling or communications.
6.2 The Licensee will only allow the system to be used in accordance with written technical manuals and on-line help, and will make all reasonable attempts to prevent unauthorised access and use. The Licensor will not be liable for the provision of support in respect of any modifications or adjustments made by any person other than The Licensor personnel, The Licensor authorised contractors or Licensee staff making use of the system as defined in on-line help or changes previously agreed or authorised by The Licensor.
6.3 The Licensee will not load any other software, unless authorised in writing by The Licensor, onto the hardware provided.
6.4 The Licensee will be obliged:
keeping confidential all information provided by The Licensor, e.g. documentation, procedures, "know-how" etc, in respect of third parties not required to have access to said information – unless given prior written agreement by the licensor.
6.5 The Licensee shall repay to The Licensor the cost (including all reasonable labour costs) of replacing, repairing or rebuilding any part of any equipment which fails or is damaged or destroyed for any reason other than normal wear and tear or manufacturing defect, excluding any replacement, repairs or rebuilds necessary because of The Licensor’s actions or those of it's sub-contractors.
7.1 The Licensor shall not be liable to provide the Support to The Licensee for any equipment at any location other than as described in Appendix 1 hereto. In addition, The Licensee shall notify The Licensor of the transfer of hardware or software to locations other than specified in Appendix 1. The Licensor will not unreasonably withhold support following re-location of the specified equipment. The Licensee shall be responsible for any such transfer. The assistance of The Licensor personnel will be charged at the applicable rate. (Appendix 1).
7.2 The Licensor shall have no liability of whatsoever nature for any damage arising from the failure of The Licensee either to inform The Licensor of any malfunction or to take any reasonable action recommended by The Licensor.
7.3 The Licensor shall have no obligation hereunder to provide or replace any consumable items save at The Licensee's specific request and then only at The Licensee's expense.
7.4 The Licensor shall have no liability whatsoever for the repair of faults or damage whose cause is not attributable to The Licensor, or originates in a system not covered by the Agreement.
8.1 The Licensee acknowledges that any and all copyrights and other intellectual property rights used or embodied in or in connection with the Software and documentation/manuals in which The Licensor and System Developer has an interest shall under this Agreement be and shall remain the sole property of The Licensor and the System Developer. The Licensee shall not at any time after the completion, expiry or termination of the Agreement in any way question or dispute the ownership by The Licensor and System Developer of any such rights.
8.2 In the event that The Licensor or Software Developer develops new inventions, designs or processes as a result of this Agreement, The Licensee acknowledges the same shall be the property of The Licensor and System Developer unless otherwise agreed in writing by The Licensor and System Developer.
8.3 The Licensor and the System Developer agrees to exercise a responsible approach to the protection and non-disclosure of site and patient specific data.
8.4 The Licensee and it’s employees agree to exercise a responsible approach with respect to information of a potentially commercially sensitive nature pertaining to the The Licensor and System Developer.
9.1 The Licensor and System Developer warrants that the software will perform substantially in accordance with the accompanying documentation. To the maximum extent permitted by the applicable law, The Licensor and System Developer disclaims all other warranties, either expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the software and accompanying documentation.
10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES
10.1 To the maximum extent permitted by applicable law, The Licensor and Software Developer shall not be liable for any other damages whatsoever (including, without limitation, damages for clinical errors, loss of clinical service, breach of confidentiality or any other pecuniary loss) arising out of the use or inability to use the product, even if The Licensor or Software Developer has been advised of the possibility of such damages. It is the sole responsibility of The Licensee to ensure that the system is producing accurate and timely clinical data. In any case, The Licensor’s and System Developer’s entire liability under the provision of this agreement shall be limited to the Set Up Fee paid for the system as specified in Appendix 1.
all the Confidential Information in the material form on demand and thereupon cease to use all the Confidential Information. 12. PERSONAL DATA
12.1 Both parties warrant that they will duly observe all their obligations under the Data Protection Act 1998 and any subordinate legislation relating thereto which arise in connection with the Agreement.
13.2 Either party may terminate the Agreement by giving the other party three months written notice of termination. In such an event, The Licensee shall be liable for loss of installation and Set Up Fee, return of all supplied hardware and all copies of software and documentation.
14.1 Any notice or invoice required or authorised to be given hereunder may be served by pre-paid first class post, as the case may be, addressed to The Licensor at the address first above written and to The Licensee at the address first above written or such other address as either party shall notify to the other from time to time in writing. Such notices or invoices shall be deemed to have been served or received four days after and excluding the day of posting and proof that notices or invoices were properly addressed and posted shall constitute conclusive evidence of service or receipt.
15.1 This Agreement shall be constituted in accordance with and governed in all aspects by English law.
16.1 No time or indulgence granted by The Licensor or the System Developer to The Licensee shall operate to waive any of its rights or remedies hereunder.
17.1Except with the written consent of the other party, which shall not be unreasonably withheld or delayed, neither party shall make any press announcements or publicise the Agreement or service in any way.
18.1 This Agreement, together with Appendices attached represents the entire agreement between the parties hereto on the subject matter hereof and supercedes all previous agreements or arrangements. No modification or alteration hereto shall have effect unless the same is agreed in writing between the parties hereto.
19. FORCE MAJEURE
19.1 No party shall be in breach of this Agreement if there is any or total failure of performance of it’s duties and obligations occasioned by any act of God, fire, act of government, war, civil commotion, embargo, strike or prevention or hindrance of obtaining raw materials, by software viruses, or failure of the telephone network, internet, or postal services which is beyond the control of any of the parties.
20.1 The headings used herein are for ease of reference only and shall not affect the construction or interpretation hereof.Appendix 1
Location of licensee’s service:
DETAILS OF HARDWARE AND SOFTWARE CONFIGURATION PROVIDED AT LICENSEE SITE:
Charged in accordance with the schedule below (excluding VAT):
Each telephone communication with Licensee’s patient: £0.24
Each Fax communication with Licensee’s patient £0.24
Each Printed letter created £0.00
Each printed letter created and posted to Licensee’s patient address £0.47
Each email sent to Licensee’s patient’s email address £0.05
Normal Working Hours and within three calendar months of this agreement: £0.00 per hour or part Normal Working Hours and after three months of the date of this agreement:£50.00 per hour or part
Saturdays and Sundays £150.00 per hour or part
Monday to Friday from 17.00-22.00 £100-00 per hour or part
Any Day 22.00 - 09.00 exceptional circumstances £200-.00 per hour or part