Two Way Radio Systems Maintenance Agreement Terms

1. General Terms

This agreement is between the customer named overleaf and Wearside Communications Limited (hereafter referred to as Wearside Communications).

The customer agrees to the maintenance of the equipment described in the schedule overleaf by Wearside Communications, for the minimum term as stated overleaf, which starts once this agreement is signed or on delivery of the equipment, whichever is the later, or as agreed in writing between Wearside Communications and the customer, and may be extended by a variation agreement or agreements. The maintenance continues until either party:

a) gives at least three months notice to terminate at the end or after the end of the minimum term or

b) gives three months notice to terminate before the end of the minimum term, to finish on or after the minimum term.

2. PAYMENTS

a) The customer agrees to pay Wearside Communications the sum stated on the schedule overleaf, in advance, at the frequency stated, for as long as the maintenance agreement continues. It is a condition that all maintenance payments are paid by Standing Order or Direct Debit.� If they are not, an alternative method of payment may only be agreed in writing and signed by a Director of Wearside Communications.

b) It is an essential condition of this agreement that we receive all payments by their due date.

c) You must pay VAT on all payments due under this agreement at the rate that applies at the time.

d)                We are entitled to charge you for the costs and expenses we may incur in enforcing this agreement following breach by you and these charges must be paid by you on demand.

e)                Charges are subject to an automatic annual increase of up to 10% plus inflation due to the increasing age and unreliability of the equipment.

3. OUR OBLIGATIONS

Wearside Communications undertake, during normal working hours and at its own expense, to use their reasonable endeavours to maintain the radio communication equipment detailed in the schedule overleaf in good working order and within licensing specifications, subject to the following conditions:

a) We will nominate a customer care individual, named on the schedule overleaf, who will initially manage and take care of all enquiries relating to this agreement.

b) Wearside Communications shall attend to the faults as soon as is reasonably possible after they have been reported. This will normally be within two working days at the customer�s premises or within one working day for base station failure where there is no contingency such as a spare base or another channel.� If the equipment is brought to Wearside Communications workshop during normal working hours, it will normally be afforded immediate attention.� Portable equipment outside of the north east should be returned to Wearside Communications by post or carrier, at the customer�s expense.

c) The equipment will be repaired and returned to the customer as soon as is reasonably possible after receipt of the defective unit, at Wearside Communications� expense.

d) If available, a spare unit will be loaned if the defective unit is, or is expected to be, under repair for over 48 hours. The provision of a spare unit will not apply where the customer has previously been provided with a permanent service spare radio. Once available, the repaired unit or the loan unit may be collected during normal working hours or delivered to the customer within 2 working days.� Where the defective unit is sent by post, and a 24 hour turnaround is not envisaged, a spare will be despatched as soon as Wearside Communications is notified of the fault.

e) Regular scheduled servicing is not necessary on modern radio equipment.� However, the customer may bring the equipment to Wearside Communications for a full test, free of charge, once a year. Wearside Communications may perform monthly checks on base station equipment, over the air, which is within range of our workshops.

4. EXCLUSIONS

Charges will be levied at Wearside Communications normal rate, if:

a) The fault is on, or caused by, any external equipment (e.g. vehicle electrics, voltage reducers, antennae or microphones) other than that provided by Wearside Communications. This includes radio system performance that is affected by or lost by interference or atmospheric conditions, although we will make reasonable efforts to assist with issues of this nature.

b) The fault is caused by ingress of water or other liquid, or by impact such as dropping.� Where cases are provided, these should be used at all times.

c) The fault is caused, in the opinion of Wearside Communications, by incorrect use of or repair to or installation of, the radio communication equipment or any ancillary part (e.g. aerial), by anyone other than Wearside Communications.

d) Repair or replacement of batteries, antennae, remote microphones, remote loudspeakers or earpieces is necessary.

e) The need for repair arises out of wilful or negligent act.

f) The fault is due to other than electrical or mechanical breakdown caused by component failure or wear and tear or defective workmanship on the part of the manufacturer or Wearside Communications.

5. EARLY TERMINATION BY YOU

a) If you wish to terminate this agreement before the end of the initial term (either by action or default), you must pay us, without deduction, all sums which would have been payable until the end of the initial term. Wearside may, at its absolute discretion, give a discount on this an=mount due.� This payment will not be necessary if clause 1(b) is followed.

6. TERMINATION

This agreement may be terminated by Wearside Communications if, in their opinion:

a The equipment becomes uneconomical to repair because of age or usage.

b) Replacement parts become unavailable

7. MISCELLANEOUS

a) Wearside Communications reserve the right to replace any equipment detailed on the schedule overleaf with other equivalent equipment during the agreement and without amending the agreement.

b) Wearside Communications shall not be liable for any loss, damage or delay, including consequential losses whatsoever, caused by equipment failure, or other circumstances outside its reasonable control.

c) No variation of the contract will be valid unless in writing and signed by a director of Wearside Communications. No verbal warranty, condition or variation whatsoever will apply.

ASSIGNMENT

Wearside Communications Limited may at any time assign its rights under the agreement to any third party.