GÉANT Vereniging, an association registered with the Chamber of Commerce in Amsterdam, Netherlands, with registered number (40535155) and registered office at Singel 468 D, 1017 AW, Amsterdam, The Netherlands, VAT number NL007981752B01 ( GEANT"); and XXXXX ( the Customer ) will be parties to an Agreement incorporating the following terms and conditions: RECITALS This Agreement sets out the terms and conditions on which GEANT agrees to provide the Service (as defined below) to [CUSTOMER]. 1. DEFINITIONS 1.1. In this Agreement the following expressions have the following meanings: Customer means the recipient of the Services and the organisation to which the invoices for the charges will be sent; "Service" means the service described in Schedule I and all documentation and other technical information relating to that service as GEANT makes available from time to time, and any other items as are agreed from time to time; 1.2 Schedules I & II [add and list more as required or delete these parentheses] form part of this Agreement. 2. DURATION 2.1 This Agreement takes effect on the Effective Date and (subject to earlier termination under clause 9) continues for 12 months from [INSERT DATE]. 2.2 Subject to GEANT agreeing to extend its contract with the Third Party Suppliers for further periods the Customer may opt to renew this Agreement for up to two further periods of 12 months on the terms and prices that GEANT can obtain from the Third Party Supplier at the time of such renewal. 3. PAYMENT AND BILLING GEANT will provide the Service in return for payment of the charges. Further provisions relating to the charges and to payment are contained in Schedule II. 4. VARIATION 4.1 Upon receipt of such requests in writing, GEANT agrees to provide price and delivery quotations by passing through the terms and conditions in its contracts with the Third party Supplier. GEANT will use reasonable endeavours to minimise any service unavailability during any such upgrade or change to the service. 4.2. GEANT has the right at any time and from time to time to make:
4.2.1. minor variations to the provision of the Service; and 4.2.2. such other variations to the provision of the Service as GEANT reasonably considers to be appropriate or necessary after consultation with the Customer, or on the instructions of and after consultation with any relevant regulatory authority. 5. GEANT S OBLIGATIONS Where applicable, GEANT will: 5.1. use reasonable endeavours to ensure the Service begins on or before the Committed Delivery Date; 5.2. use reasonable endeavours to ensure availability of the Service twenty four hours per day, seven days per week, subject to GEANT s right to suspend or withhold the Service in accordance with Schedules I and II; 5.3. designate two individuals to liaise with the Customer in respect of the Service, one to be responsible for technical matters and one for commercial matters, and will notify the Customer of their names within one week of the Effective Date; 5.4. use reasonable endeavours to prevent any unauthorised access by third parties to any part of the telecommunications network used to provide the Service to the Customer, but GEANT will not be liable for any loss or damage sustained by the Customer in the event of any unauthorised access, despite the taking of such reasonable precautions; 5.5. notify the Customer of such terms and conditions of any agreement between GEANT and any party for the supply of the Service (or any part of it) to GEANT, with which the Customer is required to comply in order that GEANT may comply with its obligations under such agreement, and the Customer agrees to comply with such notified terms; 6. OBLIGATIONS OF THE CUSTOMER The Customer 6.1. agrees to pay the charges; 6.2. agrees to use the Service(s) only for research, academic and educational purposes, and that it complies with the terms of any telecommunications legislation or any licence applicable to the Customer; 6.3. agrees to designate two individuals as NREN contacts, one to be responsible for technical matters and one for commercial matters, in each case with a named deputy; 6.4 agrees to comply with any agreed operational policies or procedures in relation to the Service; and 6.5 agrees to provide GEANT, and, at GEANT s request any third party, with all reasonable access to any site and to any computer system to which it is necessary for GEANT or its representatives, agents or contractors to have access to enable GEANT to carry out its obligations under this Agreement and to ensure that such site and system constitutes a safe working environment which complies with all relevant health and safety legislation. the Customer agrees to advise GEANT in writing (or such other person as GEANT nominates) of any site regulations which may apply in advance of any visit by GEANT, or such person as GEANT nominates, to any such site. 6.6 agrees it will use all reasonable endeavours to ensure that its users abide by the Third Party Suppliers acceptable use policy, the current version of which is listed in Schedules IV and V, and commits to work with GEANT to investigate any complaints form the Third Party Suppliers of violations of their acceptable use policies, and to take all reasonable steps to remedy any actual violation. 6.7 agrees to review their requirements in conjunction with GEANT nine months after the start of the Service and annually thereafter. After concluding the review, any amended charges shall be applied
7. LIABILITY from the end of the 12 months following the start of the Initial Period or subsequent review dates, provided that the Customer and GEANT renew this Agreement for a further 12 month period. 7.1. Each party will be responsible to the other for: 7.1.1. death or personal injury caused by its negligence or that of its employees acting in the course of their employment; 7.1.2 any liability arising out of its failure to comply with health and safety legislation or to provide a safe working environment; 7.1.3 any liability arising out of any criminal, unlawful or legally actionable activity on its part 7.1.4. direct physical damage to tangible property caused by its negligence or that of its employees acting in the course of their employment while at the other party's premises for the purposes of this Agreement. 7.2. Where GEANT itself does not directly supply services to the Customer, GEANT will, so far as the contract between GEANT and the supplier of the services permits, pass on to the Customer the benefit of any guarantee or warranty given to GEANT by the Third party Supplier. 7.3. Any liability of either party to the other under this Agreement, except as set out in clause 7.1.1, howsoever arising, shall be limited, in respect of any one event or series of connected events, to the amount of 100,000. Neither party shall be liable to the other for any loss (whether direct or indirect) of profits, business or anticipated savings, loss or destruction of data, or for any indirect or consequential loss or damage whatsoever. 7.4. Notwithstanding any other provision of this Agreement, GEANT shall not be liable to the Customer for any loss or liability whatsoever arising from the Customer s breach of any of its obligations under this Agreement, or arising from the Customer 's use of the Service or any part of the Service in conjunction with apparatus or software not supplied by GEANT or arising from any infringement of any Intellectual Property Right occasioned by any design or specification made by the Customer. 8. AVAILABILITY OF SERVICE 8.1 If any act or omission of the Customer affects or is likely to affect the proper working or safety of the telecommunications network by which the Service is provided, GEANT reserves the right to suspend the provision of the Service. GEANT will give reasonable notice to the Customer of its intention to suspend the Service, except in case of emergency. GEANT will resume the provision of the Service as soon as is reasonably practicable after the Customer has taken such remedial action as GEANT may suggest, to GEANT s satisfaction. 8.2 In addition to the scheduled maintenance referred to in Schedule I, GEANT has the right at any time to suspend the Service, where such suspension is, in GEANT s opinion, required as a matter of urgency, to modify, expand, maintain or carry out repairs to it or any related items. GEANT will use reasonable endeavours to ensure that any such suspension is for the minimum period necessary for the work to be carried out and, where reasonably practicable, will endeavour to give the Customer notice of the time and likely duration of any such suspension. 8.3 GEANT has the right to suspend all or any part of the Service at any time without notice if: 8.3.1 the Customer commits any breach of this Agreement (including non-payment of sums due to GEANT) and (where the breach can be remedied) fails to remedy the breach within fourteen days of being required by GEANT in writing to do so; or 8.3.2 any part of the Service infringes or is alleged to infringe the Intellectual Property Rights of a third party.
8.4. If any part of the Service is or in GEANT s opinion is likely to become the subject of a claim of infringement of the Intellectual Property Rights of a third party GEANT may, whether before or after suspension under 8.3.2, modify the Service to make it non-infringing. 9. TERMINATION 9.1. GEANT may terminate this Agreement without compensation at any time by written notice to the Customer: 9.1.1. if GEANT has suspended the Service pursuant to 8.1 or 8.3 and the Customer has failed to remedy its breach within fourteen days of such suspension; or 9.1.2. if the Customer has breached this Agreement and the breach is incapable of remedy; or 9.1.3. if the Customer goes into liquidation (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); or sells or disposes of the whole or major part of its undertaking; or assigns this Agreement without GEANT s consent; or makes any arrangement for the benefit of creditors; or ceases or threatens to cease to carry on business; or is unable to pay its debts as they fall due; or if a receiver, administrative receiver or receiver and manager or judicial manager or administrator or like person is appointed over the whole or any part of its assets. 9.2. If the Service infringes the Intellectual Property Rights of a third party and GEANT cannot reasonably modify the Service or procure the right for the Customer to use it, GEANT may terminate the Service forthwith upon giving notice to the Customer. 9.3. If GEANT suspends all or a significant part of the Service for more than 14 days then either party may terminate this Agreement forthwith by written notice to the other. 9.4. In the event of termination under either of clauses 9.2 or 9.3 GEANT will be entitled to be paid a reasonable sum, or retain a reasonable proportion of any sum previously paid to it by the Customer, for any services provided by it before termination and, subject to such payment, the Customer will be entitled to be repaid any sums it has previously paid under this Agreement. 9.5. Upon any termination of this Agreement subject to clause 9.4, all outstanding charges under this Agreement will become immediately due for payment. 9.6. Except as otherwise provided in this clause, termination of this Agreement will be without prejudice to any claims or remedies that either party may have accrued against the other to the date of termination. 10. ASSIGNMENT The Customer agrees not to assign or otherwise to transfer this Agreement either in whole or in part except with GEANT s prior written consent (such consent not to be unreasonably withheld). 11. GOVERNING LAW This Agreement is governed by and construed in accordance with the laws of the Netherlands and the parties submit to the jurisdiction of the Dutch Courts. 12. WHOLE AGREEMENT
This Agreement, including its schedules, constitutes the entire agreement between the parties and supersedes all prior agreements, arrangements and understandings between the parties in relation to the provision by GEANT of the Service to the Customer. 13. FORCE MAJEURE If the performance by either GEANT or the Customer of any of its obligations under this Agreement, other than an obligation to make payment, shall be prevented by circumstances beyond its reasonable control, then that party shall be excused from performance of that obligation for the duration of the relevant event. 14. WAIVERS No concession or waiver allowed by either party to the other in respect of any breach of this Agreement will restrict that party from exercising any of its rights nor restrict that party s rights to take any subsequent action. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law. 15. NOTICES A notice or other document given under this Agreement must be in writing and given by hand delivery, or sent by first class, registered or recorded delivery post or datapost or other fast postal service, or by facsimile transmission or electronic mail. Customer: address: fax no: e-mail: attention: GEANT: address: Singel 468 D, 1017 AW, Amsterdam, The Netherlands fax no: e-mail: attention: [DETAILS] [DETAILS] 16. SEVERABILITY Notwithstanding that any provision of this Agreement or any right arising under it proves to be illegal or unenforceable, the remaining provisions of and rights under this Agreement will remain in full force and effect. If any part of this Agreement is declared illegal or unenforceable by a court of competent jurisdiction, the parties will negotiate an amendment which, as far as legally feasible, maintains the economic balance between the parties.
SIGNED for and on behalf of THE CUSTOMER Name: Position: SIGNED for and on behalf of GEANT Name: Position: Signature: Date: Signature: Date:
Schedule I The Service
Schedule II The charges