1.1 This Agreement operates as a framework agreement which defines the contractual terms and conditions under which Folio will supply Services to the Customer. Whilst this Agreement remains in force, the parties shall agree the provision of Services as set out in an Order Form which shall be governed by and be subject to, the terms and conditions of this Agreement. The details of the Services and the Customer Order Form, form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
1.2 Terms of this Agreement. This Agreement shall commence on the Start Date when Services are made available to the Customer and shall continue throughout any Initial Term and Renewal Term unless earlier terminated in accordance with the terms of this Agreement. Where detailed in an Order Form certain Services will only start following the payment of an applicable Fee.
1.3 Provision of Services. Folio shall, during the Term, use commercially reasonable endeavours to make the Services available 24 hours a day seven days a week, except for: (a) planned maintenance; and (b) unscheduled or emergency maintenance. As far as is reasonably possible, Folio shall provide the Customer with reasonable advance notice of any unscheduled or emergency maintenance which will have a material effect on the use of the Services.
1.4 Support Services. Folio will, as part of the Services, provide the Customer with Folio’s standard customer support services and onboarding services as detailed in your Order Form. Folio may amend its support services at its discretion from time to time.
1.5 Updating Service. As part of its updating service Folio shall provide error correction, patches, fixes and updates to the Services as generally made available to its customers. Where requested, the Customer may be required to update the Customer’s IT infrastructure in order to continue to comply with any required Minimum Specification for the Services. For the avoidance of doubt the cost of the updating service described in this clause is included in the Fees, but excludes any sum payable by the Customer to ensure compatibility with the Services. Folio shall have no liability whatsoever for any failure of Customer infrastructure to comply with the Minimum Specification.
1.6 Service Improvements. the Customer acknowledge that Folio may change or modify the Services from time to time. Folio shall only be required to provide the Customer with reasonable notice of a change or modification to the Services in advance if the change of modification is material (and does not extend or enhance the functionality or architecture of the Services) or may substantially adversely affect the Customer’s use of the Services.
1.7 Any dates quoted for delivery of Services are approximate only. Any services which are not detailed in the Order Form are out of scope and subject to additional charges.
1.8 Variation to this Agreement. Any revised version of this Agreement shall automatically apply to any Renewal Term, Additional Services or any Add-On Services when purchased.
1.9 Unless otherwise agreed in writing, the Customer acknowledge that the Services have not been developed to meet the Customer individual requirements and that it is therefore the Customer responsibility to ensure that the facilities and functions of the Services as described in the Service Documentation meet the Customer requirements.
