EXHIBIT 10.4
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DATED:
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SERVICE LEVEL AGREEMENT
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(1) COPY DATA LIMITED
(2) GEHIS LIMITED
DMH
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DMH is the new trading name of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
THIS AGREEMENT is made the
BETWEEN
1. COPY DATA LIMITED (registered number 3106266) whose registered office
is at The Arena, Raleigh Court, Priestly Way, ▇▇▇▇▇▇▇, West Sussex RH10
2PD ("Copydata")
2. GEHIS LIMITED (registered number 2101992) whose registered office is at
Sapphire Court, Waisgrove Triangle, Coventry CV2 2TX ("Gehis")
IT IS HEREBY AGREED as follows:-
1. DEFINITIONS
In this agreement the following terms have the following meanings:
"Channel" means the chain of supply of Contracted Items to Copydata
being from the manufacturer and through a distributor;
"Contracted Items" means items of stock of the type as listed in the
Schedule;
"Operations" means the division of Gehis responsible for managing the
IT systems and requirements of Gehis;
"Image" means a specification of additi64,ftq'uirements for the
Contracted Items;
"Minimum Stock Level" means the minimum levels of stock of the
Contracted Items as set out in the Schedule, which may be revised by
agreement in writing signed by both parties;
"Terms" means the standard Copydata terms of supply of goods.
2. STOCK LEVELS
2.1.1 Copydata undertakes to use all reasonable endeavours
to maintain the Minimum Stock Level for all
Contracted Items, but shall not be expected to do so
for any Contractual Item which the Channel ceases to
supply or reduces the supply of.
2.1.2 In order to try to minimise the effect on Gehis where
supply of any Contracted Item through the Channel
ceases or is reduced, Copydata will subject to
written approval from Operations order such extra
amounts of the Contracted Items as it believes
reasonably necessary to meet the requirements of
Gehis.
2.2. Copydata shall send daily e-mails to Gehis showing the current
stock levels of the Contracted Items.
2.3. The Minimum Stock Level was agreed by the parties to cover the
normal requirements of Operations. However if the entire stock
of any Contracted Item is ordered during any 5 business day
period-,without sufficient prior notice, it is acknowledged
that Copydata shall not have had sufficient time to replenish
the stock, and shall have no liability for any failure to meet
a subsequent order within the next 5 business days. In order
that Copydata can endeavour to meet any such orders, Gehis
shall where it anticipates requiring in excess of the Minimum
Stock Level of any Contracted Item give 5 business days
notice.
3. VALUE ADDED SERVICES
In addition to the Terms under which Copydata presently supplies goods
to Gehis, Copydata shall in respect of the Contracted Items provide the
following Value Added Services:
3.1. Hardware Register
Copydata shall maintain, update and issue a register of all
items that it has supplied to Gehis under this agreement (the
"Hardware Register") on a monthly basis
3.2. Imaging
3.2.1 If requested to load images onto a Desktop or Laptop,
Operations shall provide to Copydata a master Image,
which Copydata shall apply to all the Contracted
Items.
3.2.2 Copydata shall within the Hardware Register record
details of the type of Image used on each system.
3.2.3 When there is any change in the technical
specification of the Contracted Items Copydata shall
with prior agreement make any reasonably necessary
amendments to the Image and shall record a copy of
the amended Image onto CD Rom and forward it to
Operations.
4. DELIVERY OF CONTRACTED ITEMS
Subject to clause 2 Copydata shall deliver any Contracted Items ordered
before 4pm on a business day before 10:30 the next business day. Gehis
acknowledge that this delivery time is not a material term of the
agreement. Orders must be made by fax or e-mail to the fax number or
e-mail address as notified by Copydata, and must be placed by a person
duly authorised by Gehis to place such orders.
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5. REPORTING
Copydata shall provide to Gehis monthly reports to include a full
account of all the Contracted Items supplied for the month in the form
of the Hardware Register by e-mail, such report to include details of
order and delivery dates.
Gehis and Copydata shall have regular (no less than quarterly)
management meetings to discuss and review the trading relationship.
6. TERM OF AGREEMENT
This agreement shall commence on the date of signing for an initial
period of 12 months (the "Initial Term") and shall automatically renew
for subsequent periods of 12 months (a "Subsequent Term") unless either
party serves at least 3 months written notice to terminate such notice
to expire at the end of the Initial Term or any Subsequent Term,
subject always to clause 7. and subject to a trial period of 90 days,
from the commencement date during which Gehis may for any reason serve
notice to terminate immediately.
7. TERMINATION
7.1. Either party shall be entitled forthwith to terminate this
agreement by written notice to the other if that other party:
7.1.1 commits any continuing or material breach of any of
the provisions of this agreement and, in the case of
such a breach which is capable of remedy, fails to
remedy the same within 60 days after receipt of a
written notice giving full particulars of the breach
and requiring it to be remedied;
7.1.2 shall be adjudged insolvent or bankrupt or shall be
unable to pay its debts as they fall due or shall
make assignment for the benefit of its creditors
generally or have a receiver appointed for it or for
any of its property or assets or if it shall
discontinue or abandon or dispose of the whole or a
substantial part of its business or shall have a
petition presented or a resolution passed for its
winding up or if a notice is issued convening a
meeting. for the purpose of passing any such
resolution the other party shall have the right at
any time thereafter to terminate this agreement
forthwith by notice to the first mentioned party;
7.1.3 is subject to a change in control (as defined in
section 840 of the Income and Corporation Taxes Act
1988).
7.2. For the purposes of clause 7.1.1, a breach shall be considered
capable of remedy if the party in breach can comply with the
provision in question in all respects other than as to the
time of performance (provided that time of performance is not
of the essence).
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8. CONSEQUENCES OF TERMINATION
Upon termination of this agreement for any reason Gehis shall purchase
all of the Contracted Items held in stock by Copydata at the date of
termination at the then current prices, which shall include any stock
in excess of the Minimum Stock Level which has been purchased by
Copydata under clause 2.1.2.
9. FORCE MAJEURE
Neither party hereto shall be liable to the other to the extent that
fulfilment of its obligations to the other has been prevented, hindered
or delayed by any circumstances beyond the control of either party and
shall include (without restriction to the generality of the foregoing)
riots, civil commotions, war, rebellion, national or international
emergency or national or international strikes, lock-outs or other
national or international labour disputes, destruction or damage due to
natural causes, floods, fires or explosions.
10. WAIVER
The failure of a party to assist in any one or more instances upon the
performance of any provisions of this agreement shall not be construed
as a waiver or relinquishment of that party's rights to future
performance of such provision and the other party's obligation in
respect of such future performance shall continue in full force and
effect.
11. INVALIDITY AND SEVERABILITY
If any provision of this agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or
unenforceable the invalidity or unenforceability of such provision
shall not affect the other provisions of this agreement and all
provisions not affected by such invalidity or unenforceability shall
remain in full force and effect The parties hereby agree to attempt to
substitute for any invalid or unenforceable provision a valid or
enforceable provision which achieves to the greatest extent possible
the economic legal and commercial objectives of the invalid or
unenforceable provision
12. DISPUTE RESOLUTION
All disputes differences or questions arising out of this agreement or
as to the rights and liabilities of the parties hereto or as to the
construction or interpretation hereof shall be referred to the decision
of a single person acting as an expert such person to be agreed between
the parties or, in default of agreement, appointed at the request of
either party by the President for the time being of the Chartered
Institute of Accountants. Dispute Resolution shall take place in
English in London.
13. GENERAL
13.1. Any notice required to be given by either party to the other
in relation to this agreement shall be in writing and sent by
registered post to the last known address
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of the recipient and shall be deemed to have been properly
given and received 2 days after posting
13.2. This agreement and the Terms represent the entire agreement
and understanding between the parties and replace all other
agreements between the parties relating to the subject matter
of this agreement and there are no representations or
obligations other than those contained or referred to therein
13.3. This agreement shall be governed by English law and the
parties submit to the exclusive jurisdiction of the courts of
England and Wales
IN WITNESS this agreement has been duly executed
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SCHEDULE
CONTRACTED ITEMS MINIMUM STOCK LEVEL
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HEWLETT PACKARD PRINTERS
Hewlett Packard 1 1 00 Mono Laser Printer 2
Hewlett Packard 2100 Mono Laser Printer 1
Hewlett Packard 405ON Networked Mono Laser Printer 1
Hewlett Packard 405ON Support Pack 1
Hewlett Packard 350 Deskjet Portable Printer 5
Hewlett Packard 950C Deskjet Printer 5
Hewlett Packard 2000C DeskJet Printer 1
Hewlett Packard 2000C Support Pack 1
Hewlett Packard Scanjet 5300 1
Hewlett Packard 17OX Jet Direct Card 5
DESKTOP & PORTABLE
Toshiba Toshport Solution 15
Toshdesk Kit 10
Dell Optiplex Workstations + Monitors 15
COMMUNICATIONS
3-Com 1 0/1 00 Pci Network Card 10
▇▇▇▇▇ External 56K Modem 5
3-Com External Voice Fax Message Modem 5
3com 3CC1 56B Pcmcia Modem 10
3-Com Terminal Adapters 1
▇▇▇▇▇ Terminal Adapter 2
D-Link 16 Port Hub 1
PERIPHERAL ITEMS
Iomega 10OMb Zip Drive & Disks 2
▇▇▇▇▇▇ 80 Watt Multimedia Speakers 2
Creative Labs 128 Sound Cards 2
LG 52 x C.D Rom Drive 5
AC820 Modem Cable 10
3Com Pcmcia Replacement Network Cable 10
SIGNED by )
for and on behalf of COPYDATA )
LIMITED in the presence of:- )
SIGNED by )
for and on behalf of GEHIS )
LIMITED in the presence of:- )
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