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This contract provides for the appointment of a third party maintenance organization to provide end-user support for its product. It provides for “call control” and “fault-tracking” for the analysis and logging of all product faults and repairs and for “warranty” and “board” repairs on behalf of the supplier. Read moreRead more



The appointment of a third-party maintenance organisation for certain suppliers, is often a far more viable way of supporting a product throughout an extensive territory, than by employing in-house support staff and by setting up strategically placed offices in the territory to provide a reasonable response time to customers. Where neither a supplier nor a distributor have the staff, the resources or, in the case of a distributor, the technical know-how to support the product, it is advisable that the supplier or distributor enter into an agreement with a third-party maintenance organisation.

 A good third-party maintenance contractor will have qualified engineers, support staff, and have offices sufficiently placed throughout the territory to provide the quality of support expected by end-users as well as in their own language. The contractor must run an efficient “call-control” or “fault tracking” system for the analysis and logging of all product faults and repairs. It should regularly report the same to the supplier and implement any changes required to the product which it receives from the supplier.

 The contractor may also carry out “warranty” and hardware “board” repair/replacement as well as liaising with the software supplier on “fixes” to software problem on behalf of the supplier and for its distributors/dealers and end-users.

 The advantages to the supplier are:

(a) provision of support to its end-users in their own language with the benefit of not having to invest the huge financial resources required to provide such a service;

(b) provision by the maintenance contractor of continuous assessment, evaluation and “tracking” of the product in the field, the information from which is feedback to the supplier to enable the supplier to correct errors in the hardware or “debug” software as well as continue to enhance the product.

 The disadvantages are:

(a) Such an independent third-party contractor has to be given a great deal of information about the product and software in particular, which information, the supplier will certainly regard as confidential. Upon expiry or termination of the Agreement the contractor will still have or knowledge of that confidential information (whether or not the contractor may be permitted to use the same is a separate issue—see Non-disclosure Agreements in Contracts 47 and 48).

(b) In the event of expiry or termination of the Agreement, which the supplier may wish because the supplier itself has developed the capability to maintain the product, the supplier may well find itself in competition with the maintenance contractor, who will be at some advantage having already had customer contact for the duration of the maintenance period and will still have the practical know-how to continue to maintain the product.

 The style of agreement forming this Contract requires the contractor to have comprehensive end-user support arrangements including the provision of e.g.:

(a) an online support ticketing portal (“Help Desk”) through which the customer can report faults or problems with the system which are then logged and dealt with by the contractor’s support team by email to the customer,

(b) a remote access support facility whereby the support contractor takes control of the customer’s system via online connection to identify the problem and provide a resolution.

The customer can also opt for additional support services such as:

(c) a telephone “Hotline” contact number to obtain fast, direct advice on system or operator problems,

(d) on-site support for urgent critical problems,

(e) out-of-hours/weekend support,

(f) guaranteed response times, where the contractor guarantees to respond to varying degrees of faults within specific timescales (see Appendix C).

This Contract is fairly balanced in respect of the rights and obligations of each party, though it may be regarded as slightly more weighted in favour of the contractor, since the contractor is being allowed to contract with customers direct upon the terms of the contractor’s own support agreement, rather than the supplier’s agreement, thereby establishing a closer contractual relationship between contractor and customer.

 This Contract also provides for the transfer of maintenance of the supplier’s existing customers to the contractor and for the notification by the supplier of the appointment of the contractor as the recommended maintenance contractor for the supplier’s product.