Terms of service

Certified Service Centre - Service Agreement

Date   01/05/2014

  1. This Agreement.
    1. This agreement is NOT intended to be a legal document.
    2. This agreement is intended as an “Agreement In Principle”.
    3. This agreement is deemed as “a live working” document unit both ESP and WSL agree otherwise.
    4. This agreement will only be amended by WSL.
    5. WSL will endeavour to write this agreement in plain English so that it may be fully understood by both ESP and WSL.
  1. Evolve Security Prodcuts UK., Unit 5, Kenyons Yard, Weyhill Road, Andover, Hampshire. SP10 3NP.　
  2. Willings Services Limited, Unit 5, Kenyons Yard, Weyhill Road, Andover, Hampshire. SP10 3NP.

Registered office.

  1. In this agreement.
    1. “ESP” means Evolve Security Products
    2. “WSL” means Willings Services Limited
    3. “European” means all country’s within the EU
    4. “Third party companies” mean a company that has a legitimate reason for NOT dealing with WSL.
    5. “Warranty repairs” means equipment less than 12 months old. Warranty start date being the date of despatch.
    6. “Non-Warranty Repairs” means equipment more than 12 months old. Warranty start date being the date of despatch.

 

  2. ESP grants to WSL the right to promote itself as sole ‘’Certified (European) Service Centre’’ for the repair, service and maintain all of ESP products within the EU.
  3. WSL grants to ESP the right to allow other EU third party companies the rights to repair, service and maintain ESP products in the EU that have a legitimate reason for NOT dealing with WSL.
    1. In this instance third party companies will be allowed to promote themselves as “Evolve Approved (Country i.e. UK) Service Agent”

 

  1. WSL obligations
    1. Warranty repairs, service and maintenance.

The components on ESP equipment supplied direct to other third parties companies within EU will be covered by ESP for a period of 12 months from the date of despatch, on a back to manufacture bases only.

  1. WSL agree to “Stock Holding Spares” which have been issued to WSL by ESP free of charge.
  2. WSL agree to hold “goods in trust” insurance against accidental loss or damage caused by fire and theft to ESP “Stock Holding Spares”.
  • WSL agree to supply ESP with a month/quarterly and yearly “Stock Holding Spares” report.
  1. WSL agree to return all faulty “Stock Holding Spares” to ESP on a monthly/quarterly bases.
  2. WSL and ESP need to agree a course of action for new equipment damaged during transportation from ESP to a third party company.
  3. WSL and ESP need to agree a course of action for no-site visits to new equipment that is not functioning correctly from date of supply to a third party company.
    1. Non-Warranty Repairs

In carrying out any repair, WSL will endeavourer to do its best to use genuine spare parts supplied by ESP. In the event that parts cannot be obtained from ESP without delay or unreasonable expense then alternate part uses by WSL shall be of a quality not lower than ESP.

  1. WSL agree to sell “Evolve Approved (EU) Service Agents” spare parts at a discount of 25% off the ESP spare parts list price.
  2. WSL agrees that it will build up its own stock holding of ESP spares parts. On each occasion a part is required WSL will order TWO, one for the customer and one for stock.
  • WSL agrees to provide training to “Evolve Approved (EU) Service Agent”
  1. WSL agrees to provide training to its own installation, service and maintenance engineers.
  2. WSL agree to help ESP in the production of installation, service and maintenance documentation but cannot be held legally liable for any information they contain.
  3. Agree to provide ESP with detailed fault analysis of equipment within and outside the manufactures warranty date.
  • WSL agrees to hold public and product liability insurance against liability for any damage caused by WSL to third party customers goods.
  • WSL agrees to Indemnify ESP against all claims, cost, demands out of any negligent act, poor workmanship or non-performance by WSL
  1. WSL agrees not represent it-self as an agent for or have any right to contract or commit ESP to any legal obligation.
  2. WSL agrees not to use any ESP trade name or mark within written permission from ESP.
  3. On termination of this agreement WSL agrees to return all loaned test equipment.
  • On termination of the agreement WSL agrees to return all ESP confidential material without delay on the termination of this agreement.
  1. ESP obligations
    1. ESP agrees to promote WSL to all its customers as the sole “Certified (European) Service Centre”.
    2. ESP agrees to pay WSL 50% of the difference between ESP trade price and ESP list price on any equipment sold within the EU to any third party company to help cover the cost of warranty repairs carried out by WSL on ESP behalf.
    3. ESP agrees to supply WSL with all necessary test equipment on a loan bases.
    4. ESS agrees to supply WSL non-warranty spare parts at a discount of 50% off ESS spare part list price.
    5. ESS agrees to adjust the “Stock Holding Spares” level with each new equipment order supplied to third party companies.
    6. ESS agrees to inform WSL about all third party orders shipped within the (EU).
    7. ESS agrees that on termination of this agreement that they will buy back any non-warranty stock from WSL at ESS sales price.
    8. WSL will provide ESS with a non-warranty spares holding report and value, annually in line with WSL year-end accounts.
    9. ESS agrees it will only sell “Essence Approved (EU) Service Agent” spare parts at the ESS spare parts LIST price.
    10. ESS agrees it will supply WSL engineer training free of charge, provided WSL to pay for the cost of flights and accommodation.
    11. ESS agrees that all spare parts will be supply without delay and WSL will not be liable for expenses or damage caused by any delays which are not of its own making.
    12. ESS agrees to provide WSL with any computer software, circuit diagrams, drawings, manufacturing data, ESS confidential material and other information necessary to enable WSL to service and repair, service or maintain ESS products.
    13. ESS agrees to return all documentation produced by WSL or which WSL helped in the product of.

 

  1. Secrecy
    1. WSL will at all times keep ESP business and customers material, knowledge and secrets obtained during this agreement, confidential.
    2. WSL will only disclose ESP confidential information to WSL employees on a need to know basis.
    3. Any WSL employee to whom ESP confidential information is disclosed will be required to sign a confidential material agreement.
  1. WSL and ESP mutual agreements.
    1. Nothing in this agreement will limit or restrict WSL the rights to act as other repairers or services of pedestrian turnstile or gates from other manufactures.
  1. Assignability
    1. The rights and benefits of this agreement, enjoyed by either party are not assignable.