Change estimate. The Contractor shall, within a maximum of ten (10) working days from receipt of a written request for a change, submit a study of potential risk and change consequences, as well as a price estimate. In the event of a request for major changes, the parties agree to extend the time limit with such number of days as is deemed to be reasonable. At a minimum, the study shall include the following: description of the change description of the scope of work that needs to be carried out as a result of the change, and the time required for such work implications for the requirement specification/solution specification/detailed specification implications for the requirements applicable to the Customer's technical platform implications for the contract price, with a detailed specification of the calculation basis, cf. Clause 3.5 implications for the progress plan, cf. Clause 3.5 changes to the Customer participation requirements changes to test plans and test criteria implications for the future maintenance of the system Documented costs in connection with the preparation of change estimates shall be carried by the Customer in accordance with the prices and terms applicable to supplementary work, cf. Appendix 7. If standard prices for the preparation of change estimates are set out in Appendix, the Contractor shall not be entitled to the reimbursement of any costs in excess thereof, unless the Customer has given its prior written approval of a larger estimate. If the preparation of a change estimate does in itself necessitate changes to the progress plan, the Contractor may request that the plan be adjusted. Change orders If the Customer accepts the study and the price submitted by the Contractor, the Customer shall inform the Contractor, by issuing a change order, that it wishes the change to be implemented. The change order shall be signed by the Customer. Thereafter, the Contractor shall, within ten (10) working days of the Contractor receiving the signed change order, ensure that the change order is incorporated into the Agreement, with changes to specifications, the progress plan, the technical platform, tests, required contributions from the Customer, as well as changes to the contract price, being set out in the Agreement. The changes shall be presented to the Customer for its approval. The terms and conditions of the Agreement shall apply to change orders as well, unless otherwise explicitly stated in the change order. Documentation of the change Changes to the deliverables as referred to in Chapter 3 shall be made in writing, and shall be signed by an authorised representative of the parties. The Contractor shall maintain a directory of the changes on an ongoing basis, which directory shall form Appendix 9, and shall without undue delay provide the Customer with an updated copy thereof. Consequences of change orders If the Customer requires a change, the Contractor shall have the right to require adjustments to the contract price and progress plan or other matters, cf. Clause 3.2, caused by the change requirement of the Customer. Adjustments to the contract price shall be calculated on the basis of the hourly charges or other unit prices set out in Appendix 7, provided that the work occasioned by the change is, in the main, similar to work for which hourly charges or unit prices have been specified. In other cases than those mentioned in the preceding paragraph, the Contractor shall make an offer, specifying the additions or reductions resulting from the changes. The offer shall reflect the general price level of this Agreement. If any changes and/or additions requested would, as a general rule, have resulted in an adjustment to the agreed installation date or delivery date, the Contractor shall, to the extent practicable, seek to accelerate implementation in order that the agreed installation date or delivery date may nevertheless be observed. In such case, acceleration shall be deemed to constitute a change to be dealt with pursuant to the rules set out in Chapter 3. The change order shall be implemented without undue delay when received by the Contractor. This shall apply irrespective of whether the effect of the change order in terms of the contract price, the progress plan or other terms and conditions of the Agreement have been finally resolved, cf. Clause 3.6. Dispute concerning the consequences of a change If the parties agree that there is a change, but disagree on the effect of such change as far as the contract price is concerned, the Customer shall pay a preliminary consideration calculated pursuant to the rules set out in Clause 3.5. If no ruling from an independent expert or mediator has been requested and no legal proceedings have been instituted in respect of the work occasioned by the change within six (6) months after the delivery date or the date on which notice of termination for breach or cancellation was received by the Contractor, the consideration paid shall be deemed to be final. The Contractor shall provide security in respect of the consideration up to this date as the consideration is deemed to have been determined with final effect. Disagreement as to whether there is a change If the Customer requests, in the form of orders, specifications or otherwise, the performance of certain specific work that the Contractor believes to fall outside the scope of his obligations pursuant to the Agreement, the Contractor shall, in writing, request the Customer to issue a change order. Together with the change order request, the Contractor shall provide the Customer with a study of relevant risk and change consequences, as well as a price estimate (change estimate) pursuant to Clause 3.2. Costs in connection with the preparation of the change estimate shall not be covered by the Customer unless a change order is issued pursuant to Clause 3.3. If the Contractor fails to make such request without undue delay, the work shall be deemed to form part of the Contractor’s obligations pursuant to the Agreement, and the Contractor waives its right to invoke such work as grounds for extension of time limits, additional consideration or damages. Disputed change order If the Contractor has requested the Customer to issue a change order pursuant to Clause 3.7, the Customer shall, within a reasonable period of time, issue a change order pursuant to Clause 3.3, or issue a written waiver of the request. If the Customer deems the work to form part of the deliverables, it shall be explicitly stated that the change order is disputed (disputed change order). The change order shall include an explanation as to why the Customer deems the change order to be disputed. Although the change order is disputed, the Contractor shall be obliged to perform the work ordered, provided that security is provided by the Customer. The requirement for the providing of security shall not apply if the Customer is a Norwegian public body. Dispute resolution – Disputed change order If the Contractor has received a disputed change order, the Contractor shall, within six (6) months of having received the disputed change order, either request a ruling from an independent expert or mediator or institute legal proceedings or submit the dispute for arbitration in order to have its claim resolved with final effect, cf. Chapter 16. If the Contractor fails to do so, the work shall be deemed to fall within the scope of the Contractor’s duties under the Agreement. Warranty period Scope of the warranty
Appears in 2 contracts
Sources: Software Development Agreement, Software Development Agreement
Change estimate. The Contractor shall, within a maximum of ten (10) working days from receipt of a written request for a change, submit a study of potential risk and change consequences, as well as a price estimate. In the event of a request for major changes, the parties shall agree to extend on an extension of the time limit with such number of days as is deemed to be reasonable. At a minimum, the study shall include the following: description of the change description of the scope of work that needs to be carried out as a result of the change, and the time required for such work implications for the requirement specification/specification and the solution specification/detailed specification implications for the requirements applicable to the Customer's technical platform implications for the contract price, with a detailed specification of the calculation basis, cf. Clause 3.5 implications for the progress plan, cf. Clause 3.5 changes to the Customer participation requirements changes to test plans and test criteria implications for the future maintenance of the system Documented costs in connection with the preparation of change estimates shall be carried by the Customer in accordance with the prices and terms applicable to supplementary work, cf. Appendix 7. If standard prices for the preparation of change estimates are set out in Appendix, the Contractor shall not be entitled to the reimbursement of any costs in excess thereof, unless the Customer has given its prior written approval of a larger estimate. If the preparation of a change estimate does in itself necessitate changes to the progress plan, the Contractor may request that the plan be adjusted. Change orders If the Customer accepts the study and the price submitted by the Contractor, the Customer shall inform the Contractor, by issuing a change order, that it the Customer wishes the change to be implemented. The change order shall be signed by the Customer. Thereafter, the Contractor shall, within ten (10) working days of the Contractor receiving the signed change order, ensure that the change order is incorporated into the Agreement, with changes to specifications, the progress plan, the technical platform, tests, required contributions from the Customer, as well as changes to the contract price, being set out in the Agreement. The changes shall be presented to the Customer for its approval. The terms and conditions of the Agreement shall apply to change orders as well, unless otherwise explicitly stated in the change order. Documentation of the change Changes to the deliverables as referred to in Chapter 3 shall be made in writing, and shall be signed by an authorised representative of the parties. The Contractor shall maintain a directory of the changes on an ongoing basis, which directory shall form Appendix 9, and shall without undue delay provide the Customer with an updated copy thereof. Consequences of change orders If the Customer requires a change, the Contractor shall have the right to require adjustments to the contract price and progress plan or other matters, cf. Clause 3.2, caused by the change requirement of the Customer. Adjustments to the contract price shall be calculated on the basis of the hourly charges or other unit prices set out in Appendix 7, provided that the work occasioned by the change is, in the main, similar to work for which hourly charges or unit prices have been specified. In other cases than those mentioned in the preceding paragraph, the Contractor shall make an offer, specifying the additions or reductions resulting from the changes. The offer shall reflect the general price level of this Agreement. If any changes and/or additions requested would, as a general rule, have resulted in an adjustment to the agreed installation date or delivery commencement date, the Contractor shall, to the extent practicable, seek to accelerate implementation in order that the agreed installation date or delivery commencement date may nevertheless be observed. In such a case, acceleration shall be deemed to constitute a change to be dealt with pursuant to the rules set out in Chapter 3. The change order shall be implemented without undue delay when received by the Contractor. This shall apply irrespective of whether the effect of the change order in terms of the contract price, the progress plan or other terms and conditions of the Agreement have been finally resolved, cf. Clause 3.6. Dispute concerning the consequences of a change If the parties agree that there is a change, but disagree on the effect of such change as far as the contract price is concerned, the Customer shall pay a preliminary consideration calculated pursuant to the rules set out in Clause 3.5. If no ruling from an independent expert or mediator has been requested and no legal proceedings have been instituted in respect of the work occasioned by the change within six (6) months after the delivery date or issuance of the date on which notice of termination for breach or cancellation was received by the Contractorchange order, the consideration paid shall be deemed to be final. The Contractor shall provide security in respect of the consideration up to this such date as the consideration is deemed to have been determined with final effect. Disagreement as to whether there is a change If the Customer requests, in the form of orders, specifications or otherwise, the performance of certain specific work that the Contractor believes to fall outside the scope of his obligations pursuant to the Agreement, the Contractor shall, in writing, request the Customer to issue a change order. Together with the change order request, the Contractor shall provide the Customer with a study of relevant risk and change consequences, as well as a price estimate (change estimate) pursuant to Clause 3.2. Costs in connection with the preparation of the change estimate shall not be covered by the Customer unless a change order is issued pursuant to Clause 3.3. If the Contractor fails to make such request without undue delay, the work shall be deemed to form part of the Contractor’s obligations pursuant to the Agreement, and the Contractor waives its right to invoke such work as grounds for extension of time limits, additional consideration or damages. Disputed change order If the Contractor has requested the Customer to issue a change order pursuant to Clause 3.7, the Customer shall, within a reasonable period of time, issue a change order pursuant to Clause 3.3, or issue a written waiver of the request. If the Customer deems the work to form part of the deliverables, it shall be explicitly stated that the change order is disputed (disputed change order). The change order shall include an explanation as to why the Customer deems the change order to be disputed. Although the change order is disputed, the Contractor shall be obliged to perform the work ordered, provided that security is provided by the Customer. The requirement for the providing of security shall not apply if the Customer is a Norwegian public body. Dispute resolution – Disputed change order If the Contractor has received a disputed change order, the Contractor shall, within six (6) months of having received the disputed change order, either request a ruling from an independent expert or mediator or institute legal proceedings or submit the dispute for arbitration in order to have its claim resolved with final effect, cf. Chapter 16. If the Contractor fails to do so, the work shall be deemed to fall within the scope of the Contractor’s duties under the Agreement. Warranty period Scope Duration, termination without cause, discharge and assignment of the warrantyAgreement Duration and termination without cause The Agreement enters into force as of the date on which it is signed by the parties. The agreement term includes an establishment phase, as described in Appendix 4. The commencement date for regular maintenance is specified in Appendix 4. The Agreement shall be for a term of one (1) year as of the commencement date for regular maintenance, and shall thereafter be automatically renewed for one (1) year at a time, subject to a mutual right for the parties to terminate the Agreement without cause on three (3) months’ written notice prior to the end of each period. Nevertheless, the Contractor shall not be entitled to terminate the Agreement without cause during the initial three-year period. Other regulations pertaining to duration, if any, may be agreed in Appendix 8. More detailed provisions on the rights and obligations of the parties upon the termination of the contractual relationship are set out in Clause 4.3.
Appears in 1 contract
Sources: Maintenance Agreement
Change estimate. The Unless otherwise is specified in Appendix 6 or the change order itself, the Contractor shall, within a maximum of ten (10) working days from receipt of a written request for a change, submit a study of potential risk and change consequences, as well as a price estimate. In the event of a request for major changes, the parties shall agree to extend an extension of the time limit deadline with such number of days as is deemed to be reasonable. In such circumstances, the Contractor may require an extension of the time-limit of up to ten (10) working days. The request for an extension of the deadline must be submitted before the end of the ten-day deadline in the first sentence. At a minimum, the study shall include the following: description of the change description of the scope of work that needs to be carried out as a result of the change, and the time required for such work implications for the requirement specification/solution specification/specification and/or detailed specification implications for the requirements applicable to the Customer's technical platform implications for the contract price, with a detailed specification of the calculation basis, cf. Clause clause 3.5 implications for the progress plan, cf. Clause clause 3.5 changes to the Customer participation requirements changes to test plans and test criteria implications for the future maintenance of the standard system and the developed software, and the relation between these Documented costs in connection with the preparation of change estimates shall be are carried by the Customer in accordance with the prices and terms applicable to supplementary work, cf. Appendix 7. If standard prices for the preparation of change estimates are set out in AppendixAppendix 7, the Contractor shall not be entitled to the reimbursement of any costs in excess thereof, unless the Customer has given its prior written approval of a larger estimate. If the preparation of a change estimate does in itself necessitate changes to the progress plan, the Contractor may request that the plan be adjusted. Change orders If the Customer accepts the study and the price submitted by the Contractor, the Customer shall inform the Contractor, by issuing a change order, that it the Customer wishes the change to be implemented. The change order shall be signed by the Customer. Thereafter, the Contractor shall, within ten (10) working days of the Contractor receiving the signed change order, ensure that the change order is incorporated into the Agreement, with changes to specifications, the progress plan, the technical platform, tests, required contributions from the Customer, as well as changes to the contract price, being set out in the Agreement. The changes shall be presented to the Customer for its approval. The terms and conditions of the Agreement shall apply to the change orders order as well, unless otherwise explicitly stated in the change order. Documentation of the change Changes to the deliverables as referred to in Chapter chapter 3 shall be made in writing, and shall be signed by an authorised representative of the parties. The Contractor shall maintain a directory of the changes on an ongoing basis, which directory shall form Appendix 9, and shall without undue delay provide the Customer with an updated copy thereof. Consequences of change orders If the Customer requires a change, the Contractor shall have the right to require adjustments to the contract price and progress plan or other matters, cf. Clause clause 3.2, caused by the change requirement of the Customer. Adjustments to the contract price shall be calculated on the basis of the hourly charges or other unit prices set out in Appendix 7, provided that the work occasioned by the change is, in the main, similar to work for which hourly charges or unit prices have been specified. In other cases than those mentioned If it is not possible to calculate the change based on the hourly rates or unit prices in the preceding paragraphAppendix 7, the Contractor shall make an offer, specifying present a quote in respect of the additions addition or reductions resulting from deduction for the changes. The offer shall reflect the general price level of this Agreement. If any changes and/or additions requested would, as a general rule, have resulted in an adjustment to the agreed installation date on which the solution will be ready for the acceptance test or delivery date, the Contractor shall, to the extent practicable, seek to accelerate implementation in order that the agreed installation date or delivery date deadlines may nevertheless be observed. In such case, acceleration shall be deemed to constitute a change to be dealt with pursuant to the rules set out in Chapter chapter 3. The change order shall be implemented without undue delay when received by the Contractor. This shall apply irrespective of whether the effect of the change order in terms of the contract price, the progress plan or other terms and conditions of the Agreement have been finally resolved, cf. Clause clause 3.6. Dispute concerning the consequences of a change If the parties agree that there is a change, but disagree on the effect of such change as far as the contract price is concerned, the Customer shall pay a preliminary consideration calculated pursuant to the rules set out in Clause clause 3.5. If no ruling from an independent expert or mediator has been requested and no legal proceedings have been instituted in respect of the work occasioned by the change within six (6) months after the delivery date or the date on which notice of termination for breach or cancellation was received by the Contractor, the consideration paid shall be deemed to be final. The Contractor shall provide pledge security in respect for the disputed part of the consideration consideration, or alternatively choose to be paid half of the disputed part of the consideration, up to this the date as when the consideration is deemed to have been determined set with final effect. Disagreement as to whether there is a change If the Customer requests, in the form of written orders, specifications or otherwiseotherwise from an authorised person, the performance of certain specific work that the Contractor believes to fall outside the scope of his its obligations pursuant to the Agreement, the Contractor shall, in writing, request the Customer to issue a change order. Together with the change order request, the Contractor shall provide the Customer with a study of relevant risk and change consequences, as well as a price estimate (change estimate) pursuant to Clause clause 3.2. Costs in connection The costs associated with the preparation of the change estimate estimates shall not be covered paid by the Customer unless if the Contractor's request for a change order is issued pursuant to Clause 3.3accepted. If the Contractor fails to make such request without undue delaywithin a reasonable period of time, the work shall be deemed to form part of the Contractor’s obligations pursuant to the Agreement, and the Contractor waives its right to invoke such work as grounds for extension of time limitsextending deadlines, additional consideration or damages. Disputed change order If the Contractor has requested the Customer to issue a change order pursuant to Clause clause 3.7, the Customer shall, within a reasonable period of time, issue a change order pursuant to Clause clause 3.3, or issue a written waiver of the request. If the Customer deems the work to form part of the deliverables, it shall be explicitly stated that the change order is disputed (disputed change order). The change order shall include an explanation as to why the Customer deems the change order to be disputed. Although Even if the change order is disputed, the Contractor shall perform what has been ordered in return for the Customer paying a provisional consideration corresponding to half of the amount to which the Contractor believes it is entitled. If the Contractor does not demand a decision concerning the disputed change pursuant to clause 3.9 of the Agreement within three (3) months after the consideration has been paid, or if the work is deemed to fall within the scope of the Agreement, the provisional consideration shall be obliged set off against the consideration due upon the next payment milestone. If the work is deemed to be a change, the fixed consideration for the change, adjusted for the provisional consideration, shall be incorporated into the ordinary payment plan. The Contractor may contest the duty to perform the work orderedby requesting a ruling from an independent expert or mediator or institute legal proceedings or submit the dispute for arbitration in order to have its claim resolved with final effect, cf. chapter 16. Such a request must be submitted without undue delay after the Customer has provided notice that security the change is provided by the Customerdisputed. The requirement for Contractor shall bear the providing risk associated with any delays that may occur due to the postponement of security shall not apply the work, if it is determined that the Customer is a Norwegian public bodywork falls within the scope of the Agreement. Dispute resolution – Disputed disputed change order If the Contractor has received a disputed change order, the Contractor shall, within six (6) months of having received the disputed change order, either request a ruling from an independent expert or mediator or institute legal proceedings or submit the dispute for arbitration in order to have its claim resolved with final effect, cf. Chapter chapter 16. If the Contractor fails to do so, the work shall be deemed to fall within the scope of the Contractor’s duties under the Agreement. Warranty period Scope of the warranty Unless otherwise agreed in Appendix 7, the warranty period shall be one (1) year for software and two (2) years for equipment after the delivery date, cf. clause 2.5.3. Contingent upon normal, diligent use on the part of the Customer, the Contractor shall, at no additional cost, rectify errors and defects, replace defect parts of equipment and rectify errors in software governed by this Agreement and which the Customer has complained about before the expiry of the warranty period. No damages or other remedies for breach of contract may be claimed for defects that are rectified pursuant to the warranty. Appendix 2 may specify detailed requirements for the maintenance of equipment that must be performed for the warranty to remain valid. Performance level Any maintenance services beyond the warranted performance shall be specified and priced in a designated agreement. If the parties have concluded a maintenance and service agreement, the performance level of such agreement shall also form the basis for the warranted performance. If no maintenance agreement has been concluded, the performance level during the warranty period shall be specified in Appendices 1 and/or 2. Moreover, all work involved in curing errors and defects shall be commenced and completed without undue delay after the Contractor has received notice of such errors or defects. The second to last paragraph of clause 5.1 shall apply correspondingly. If the Contractor chooses to rectify errors during the warranty period by delivering a new version of the software, the Contractor shall not be entitled to any consideration in respect of the new version, even if it contains improvements. The Contractor may only rectify errors and defects by way of the delivery of a new version if the Customer is able to utilise such new version on the Customer's existing technical platform. Additional consideration In the event of errors and defects that fall outside the scope of the warranty, the Contractor will perform the same service as agreed for the warranty period, but in the form of a chargeable service. The Contractor’s list prices for such services shall apply, unless otherwise agreed. The duties of the Contractor The responsibility of the Contractor for its performance The Contractor is responsible for ensuring that the deliverables as a whole (the overall solution) provide the functions and satisfy the requirements specified in the Agreement. The Contractor is responsible for ensuring that the deliverables are tailored to the technical platform specified in Appendices 2 and 3, cf. clause 1.1, and that the deliverables are compatible with other software specified in Appendices 1 and 2. To the extent that standard software included in the deliverables must be delivered under standard licence terms and conditions and agreement terms and conditions (licence terms and conditions), this shall be explicitly stated in a separate chapter in Appendix 2, and copies of the licence terms and conditions shall be appended as Appendix 10. The provisions of the licence terms and conditions governing right of disposal shall prevail over the provisions governing right of disposal in this Agreement, unless otherwise is explicitly stated in Appendix 8. The Contractor shall, however, ensure that standard software is offered under licence terms and conditions with a right of disposal that satisfy the requirements in respect of the deliverables and their area of use stipulated by the Customer in Appendix 1, and this Agreement's provisions governing right of disposal. To the extent that the provisions of licence terms and conditions governing right of disposal differ from this Agreement's provisions governing right of disposal, the Contractor shall describe this clearly in Appendix 7. In the event of defects in title, the Contractor shall not be liable for damages for defects in title associated with standard software beyond that which follows from licence terms and conditions included in Appendix 10 and the coverage of any liability for damages imposed on it in relation to a third party (the rightsholder(s)) pursuant to clause 13.4. The deliverables shall be tested and approved pursuant to this Agreement's provisions governing testing and approval, independent of what may follow from the software's licence terms and conditions. The Contractor shall be responsible for the deliverables (the overall solution) meeting the requirements under this Agreement, irrespective of the provisions of the particular licence terms and conditions. If the deliverables deviate from what was agreed under this Agreement, it shall be the responsibility of the Contractor to rectify the deviation in such a way as to make the deliverables conform to what was agreed, even if such deviation is caused by factors in standard software that are subject to licence terms and conditions that include different provisions on the rectification of errors. The rectification of errors in, or errors caused by, standard software may be effected in any manner that makes the deliverables conform to the requirements under the Agreement. If the Contractor documents that deviations in the deliverables are due to the behaviour of the standard software not matching the software producer's specifications, and that access to the standard software's source code is required in order rectify the errors, the Contractor's obligation to rectify the errors is limited to reporting the error to the software producer, seeking to the best of its ability to make rectification of the error a priority, keeping the Customer informed about the status of the error rectification, and making the rectified version available to the Customer once the error in the standard software has been rectified by the software producer. The Contractor shall assist with installation at the request of the Customer, without additional consideration. The Contractor shall make a reasonable effort to find a temporary solution while the software producer rectifies the error. A maximum financial limit for the Contractor's obligation to work out temporary solutions that work around errors in standard software can be agreed in Appendix 7. Errors in standard software such as those mentioned in the second to last paragraph shall not be included in the assessment of whether or not the acceptance criteria or approval criteria have been fulfilled, unless the Contractor has failed to perform its duties in respect of following up the error rectification and installing the rectified version. As soon as the errors in the standard software have been rectified, the rectified version has been installed, and the Contractor has otherwise performed the tasks necessary for the deliverables to match that which has been agreed, the Customer shall be entitled to a reasonable period of time to retest the deliverables. If such errors as those mentioned in this paragraph result in the Customer deciding to postpone the start of the approval period, the Contractor may not demand consideration for this postponement, even if a change order is issued pursuant to clause 2.5.1, paragraph two. If the errors in the standard software are not rectified by the expiry of the warranty pe
Appears in 1 contract