Landmark Technologies – Supplementary Terms – Professional Services

1. SUPPLEMENTARY DEFINITIONS

• 1.1 ‘Acceptance’ means the Client accepts that the Assignment has been completed to the satisfaction of the Client.
• 1.2 ‘Acceptance Date’ means the date on which the Client indicates Acceptance by signing Landmark’s Acceptance Note.
• 1.3 ‘Acceptance Note’ means the form provided by Landmark which the Client signs to indicate acceptance of the completed Services.
• 1.4 ‘Assignment’ means the services and tangible deliverables set out in the Statement of Work, as applicable.
• 1.5 ‘Change Request’ means a formal, written request to change to the Assignment, made by the Client.
• 1.6 ‘Design Specification’ means the specification for the deliverables as set out in the Statement of Work and agreed by the Client.
• 1.7 ‘Estimated Completion Date’ means the date by which Landmark reasonably expects the Assignment to be completed.
• 1.8 ‘Hardware’ means Goods to be installed and / or configured by Landmark under the terms of this Agreement, as set out in the Statement of Work.
• 1.9 ‘Hosted Services’ means Software that is hosted in a data centre and accessed by the Client remotely.
• 1.10 ‘Professional Services’ means design, survey, procurement, delivery, installation, commissioning, training and project management services as set out in the Statement of Work and to be delivered to the Client by Landmark under the terms of this Agreement.
• 1.11 ‘Site’ means either the Client-owned or occupied premises at which the services are to be delivered, or the remote site at which Software is to be installed and or configured.
• 1.12 ‘Software’ means software to be installed and / or configured by Landmark under the terms of this Agreement, as set out in the Statement of Work.
• 1.13 ‘Statement of Work’ means the detailed specification of the Services to be delivered, which will usually be provided by Landmark in addition to the Order. In the event that a Statement of Work is not provided by Landmark, all references herein to the Statement of Work shall be references to the Order.
• 1.14 ‘Warranty Period’ means the period, set out in these Supplementary Terms, during which Landmark shall make good any failures that result from failure by Landmark in the delivery of the Assignment.

2. TERM

• 2.1 This Agreement will be effective from the Commencement Date and shall run until the Acceptance Date or the date of expiry of any relevant Warranty Period, whichever occurs later.

3. PROVISION OF SERVICES

• 3.1 The Services comprise Professional Services as set out in the Statement of Work and described in the Service Schedule.
• 3.2 The Statement of Work, save as amended with the agreement of both parties sets out all the Hardware and Software that is subject to the Services and the Services to be delivered under the terms of this Agreement.
• 3.3 Landmark shall use reasonable endeavours to complete the Assignment by the Estimated Completion Date set out on the Statement of Work, subject to the limitations expressed in this Agreement.
• 3.4 The Services provided shall include those of the following as set out in the Statement of Work:
  • 3.4.1 Technical consultancy services;
  • 3.4.2 Implementation services;
  • 3.4.3 Management Services.

4. Clause Intentionally Unused

5. THE CLIENT’S OBLIGATIONS

During the term of this Agreement, the Client shall:

• 5.1 Purchase from Landmark the Hardware and / or Software and Services set out in the Statement of Work.
• 5.2 Pay any additional Charges reasonably levied by Landmark.
• 5.3 Be responsible for the accuracy of all information supplied to Landmark and subsequently relied upon by Landmark in the execution of the Professional Services.
• 5.4 If applicable, provide a suitable, secure location for a storage container for the duration of the installation works.
• 5.5 Not copy, reverse engineer or modify any software or copy any manuals or documentation provided by Landmark under the terms of this Agreement.
• 5.6 Follow the change request procedure set out in the Service Schedule in the event that the Client requires a change to the Design Specification or other deliverables.
• 5.7 If applicable, the Client shall be responsible for carrying out its acceptance testing / acceptance testing against the acceptance criteria set out in the Statement of Work. The Client shall, within 30 days of handover, either sign Landmark’s Acceptance Note or advise Landmark of any non-conformances that it has identified, whereupon Landmark shall address all outstanding non-conformances.

6. LANDMARK’S OBLIGATIONS

During the term of this Agreement, and subject to the performance by the Client of its obligations hereunder, Landmark shall:

• 6.1 Provide the Services set out in this Agreement, subject to any service limitations set out in this Agreement and the Statement of Work.
• 6.2 If Landmark provides solution design and / or implementation services, it shall:
  • 6.2.1 Provide Hardware and / or Software as set out within the Statement of Work.
  • 6.2.2 Test and commission all Hardware and Software installed at the Client’s site.
  • 6.2.3 Provide to the Client with copies of documentation required to assist its use of the Hardware and Software and where such documentation exists only on a web interface, access to such.
  • 6.2.4 Make available an account or project manager as appropriate to act as a single point of contact for the Client for the duration of the Assignment.
  • 6.2.5 Make reasonable endeavours to complete Assignment by the Estimated Completion Date, but shall have no liability in the event of failure to do so.
  • 6.2.6 If the Estimated Completion Date is not set out on the Statement of Work, advise the Client as soon as it becomes aware of the Estimated Completion Date.
  • 6.2.7 If, after providing an Estimated Completion Date, Landmark becomes aware of a change to such, advise the Client of the revised date as soon as reasonably possible.

7. Clause Intentionally Unused

8. GENERAL

• 8.1 If Landmark is to provide technical implementation services, by entering into this Agreement, the Client acknowledges that it accepts the Design Specification provided by Landmark in the Statement of Work and accepts the contents, designs, proposals and recommendations therein. Landmark shall not be liable for:
  • 8.1.1 Any errors subsequently identified in the Design Specification;
  • 8.1.2 Any claims that arise from errors in the Design Specification;
  • 8.1.3 Any claims that subsequently arise regarding the suitability for the Client’s purpose of any part of the Design Specification or Hardware.
• 8.2 The Design Specification and any ideas, techniques, know-how or methodologies developed by Landmark during the execution of this Agreement shall be owned by and remain the property of Landmark.
• 8.3 If the Client requires additional equipment, software or services from third parties, the provision of such shall be contracted directly between the Client and the third parties and if at the Client’s request, Landmark arranges the same, it shall be as an agent for the Client and Landmark shall have no liability whatsoever in relation to the third-parties’ equipment, software or services.
• 8.4 All Goods and Software that is the subject of this Agreement shall be purchased under the terms of separate agreements for the sale of goods or subscription services, as applicable.
• 8.5 If the Client fails to return the Acceptance Note within thirty days of its issue by Landmark and fails to notify Landmark of any non-conformances in the Assignment within the same timeframe, the Assignment will be deemed satisfactorily completed and the Client will be liable for payment of all invoices which Landmark raises in relation to the Assignment.

9. TERMINATION

• 9.1 In addition to the provisions of clause 11 of the General Terms and Conditions, this Agreement may also be terminated by either party giving the other not less than thirty days notice in writing.
• 9.2 All outstanding Charges will become due on termination.

10. CHARGES AND PAYMENT

• 10.1 By entering into this Agreement, the Client agrees to purchase and pay for:
  • 10.1.1 The Hardware and Software set out in the Statement of Work;
  • 10.1.2 The Professional Services set out in the Statement of Work;
  • 10.1.3 All agreed, chargeable Change Requests that result from a change to the Client’s requirements from the Statement of Work.
• 10.2 If the Client terminates this Agreement for convenience, or if Landmark terminates such by reason of Client’s un-remedied breach of the terms of the same, the Client shall be liable for:
  • 10.2.1 Payment for all Hardware either ordered by Landmark for the purpose of fulfilling the Statement of Work or supplied to the Client at the date of termination;
  • 10.2.2 All Charges for Professional Services that have been incurred by the Client up to the date of termination and any costs that are incurred by Landmark directly as a result of the termination.
• 10.3 The Client may terminate this Agreement without liability by reason of Landmark’s un-remedied material breach of this Agreement.
• 10.4 The Client agrees to pay Landmark’s invoices according to the terms of clause 9 of the General Terms and Conditions, which shall be raised according to the schedule of payments set out in the Order.
• 10.5 The prices quoted on the Order are based on the supply of Hardware, Software and Services set out in the Statement of Work. If the Client’s requirement changes after signature of the Order, Landmark shall raise a new order to cover the amended requirement.

11. LIMITATIONS

• 11.1 Landmark shall not be responsible for the installation, programming, configuration or management of software or equipment that has not been provided by Landmark.
• 11.2 Unless expressly stated in the Statement of Work, the decommissioning and / or removal of existing equipment and cabling is not covered by the terms of this Agreement.
• 11.3 The Services shall be carried out by Landmark during the Working Day, save as expressly set out otherwise in the Statement of Work.
• 11.4 The supply, installation and implementation of incoming services (including electrical supply and communications), is the responsibility of the Client.

12. WARRANTY

• 12.1 With regard to Hardware supplied by Landmark, Landmark’s terms of warranty are set out in the parties’ agreement for the sale of goods.
• 12.2 With regard to the delivery of the Assignment, Landmark warrants that such shall be performed by competent staff, exercising a level of skill appropriate to their responsibilities and shall, for a Warranty Period of thirty days from the Acceptance Date, make good any failure in the delivery of the Assignment arising from a failure of Landmark, its employees or subcontractors, at no charge to the Client; and
  • 12.2.1 The Client agrees that any claimed or substantiated failure in the delivery of the Assignment that is identified by the Client after the expiry of the Warranty Period:
    • a) Shall not entitle the Client to withhold payment of valid invoices raised by Landmark in respect of the Assignment; and
    • b) Landmark shall be entitled to charge the Client at its prevailing rate for the remediation of such failure in the delivery of the Assignment.

Service Schedule

The following Service Schedule sets out all of the Services that may be provided by Landmark. The actual Services and scope thereof to be provided under the terms of this Agreement are listed on the Statement of Work.

1. Professional Services

• 1.1 Consultancy Services

  Landmark will provide consultancy services as a discrete Assignment, according to the Statement of Work. Consultancy services may include any of the following:

  • 1.1.1 Technical Consultancy

    Technical consultancy may include technical advice, assisting with road-mapping the Client’s IT strategy, advising on current landscape and technology changes and understanding the Client’s business requirements to determine recommendations and changes where appropriate. The scope of the technical consultancy and deliverables, typically a report, will be set out on the Statement of Work.

  • 1.1.2 Solution Design Services

    Solution design services include assessment of the Client’s requirement and the design of a solution, including as appropriate, server architecture, software, configuration and local and wide area network infrastructure. The solution will be documented in a Design Specification which may form part of a Statement of Work for implementation services that may be delivered as further described in these Supplementary Terms, under the terms of the new order. The scope of the design services and deliverables, typically a Design Specification, will be set out on the Statement of Work.

  • 1.1.3 Site Surveys

    Site surveys will be provided as set out on the Statement of Work as required to support either design or implementation services, as required. Further site surveys may be provided resulting from agreed Change Requests.

  • 1.1.4 Business Solutions Consultancy

    Landmark will provide business consultancy as set out and fully described on the Statement of Work.

  • 1.1.5 Security Consultancy

    Landmark will provide security consultancy as set out and fully described on the Statement of Work.

  • 1.1.6 Project Management

    Landmark will project manage technical implementations using its preferred management methodology. Project management activities shall include project planning, project/milestone reviews with the Client, change request management, issue management, configuration management, project reporting and supplier management including liaison with suppliers of hardware and enabling services.

  • 1.1.7 Training

    Landmark will provide technical and end user training to the Client’s nominated staff. Training will be delivered either in an online format or by experienced staff with a deep understanding of the subject matter. The number of staff to be trained, the subject matter and scope of the training, if appropriate details of any testing and / or accreditation and the location at which the training is to be provided will be set out on the Statement of Work.

1.2 Technical Implementation Services

Landmark will provide technical implementation services as a discrete Assignment, according to the Statement of Work. Implementation services may include any of the following:

• 1.2.1 Procurement and Supply of Hardware and Software

  As set out on the Statement of Work, Landmark will procure Hardware and Software from its suppliers, if required stage the Hardware and deliver it to the Client’s Site.

• 1.2.2 Installation of Hardware and Software

  Landmark will install Hardware and Software at the Client’s Site, as per the Statement of Work, either using its own staff or sub-contractors as appropriate, on the dates specified in the Statement of Work or otherwise agreed.

• 1.2.3 Hardware Configuration

  Where installed Hardware and Software requires configuration, Landmark will configure the Hardware and Software as per the Statement of Work.

• 1.2.4 Commissioning and Testing

  Prior to handover to the Client, Landmark shall test the full installation, address any non-conformity and ensure that the installed Hardware and Software is performing to the standards set out in the Statement of Work.

• 1.2.5 Acceptance Testing and Acceptance

  The Client shall be responsible for carrying out its own acceptance testing / acceptance testing against the acceptance criteria set out in the Statement of Work. The Client shall, within thirty days of handover, either sign Landmark’s Acceptance Note or advise Landmark of any non-conformances that it has identified and Landmark shall address all outstanding non-conformances.

2. Change Request Process

• 2.1 Change requests may be raised by the Client in response to changing requirements or by Landmark resulting from issues arising from the implementation.
• 2.2 Landmark shall process a Change Request made by the Client as follows:
  • 2.2.1 Within two Working Days of receiving the Change Request Landmark will acknowledge receipt;
  • 2.2.2 Within five Working Days of acknowledging receipt, Landmark shall verify the Change Request and notify the Client of its response;
  • 2.2.3 Provided that Landmark agrees with the Change Request, Landmark shall provide the Client with a timescale and plan for implementation and also provide the cost of implementation, if applicable; or
  • 2.2.4 If Landmark does not agree with the Change Request, Landmark will explain the reasons, including any associated risks, to the Client and offer to provide consultancy services with the objective of finding an alternative solution. Consultancy is chargeable at Landmark’s prevailing rate.
• 2.3 Landmark shall process a Change Request that it raises as follows:
  • 2.3.1 Landmark shall provide the Client with technical details and its reason(s) for making the Change Request, a timescale and plan for implementation and also provide the cost of implementation, if applicable.
  • 2.3.2 The Client shall notify Landmark of its decision to proceed or not with the Change Request, in writing, within five Working Days of Landmark’s request.
  • 2.3.3 If the Client declines to accept the Change Request, the Change Request will not be implemented and either:
    • c) Landmark will request written confirmation that the Client understands and accepts the risks involved. Under these circumstances Landmark shall have no liability to the Client in the event that failure to make the change causes degrada

      3. Contact

      Landmark’s professional services team may be contacted at any time during the Assignment by telephone on +353 (0) 1 620 5500

      4. Complaint Handling

      • 4.1 If dissatisfied with any Services-related matter, the Client should make a complaint using the following escalation path. If the complaint remains unresolved, the Client should escalate to the next level in the escalation path:

      Escalation Level	Role	Contact Details
      1	Partner Manager	partner@landmark.ie +353 (0) 1 620 5500
      2	Operations Director	jmoore@landmark.ie +353 (0) 1 620 5500
      3	Managing Director	ken@landmark.ie +353 (0) 1 620 5500

      • 4.2 Landmark will respond to complaints within two Working Days.