TSE Power Service Contract Terms & Conditions – Revision T&Cs 02-18 

Click on this text to editTS Electronics Ltd – including all subsidiaries and trading divisions thereof (“the Company”) 
 
TSE Power Service Contract Terms & Conditions – Revision R T&Cs02-18 
 
1 Extent of the Contract 
TSE Power will be responsible for the maintenance and the resolution of fault clearances of the equipment as specified and listed within our quotation. In order to guarantee adequate service and maintenance, TSE Power will provide the necessary qualified & trained personnel with complete documentation, instruments, tools and servicing parts as needed.. 
 
The preventive maintenance activities will include the following: 
1.1 Uninterruptible Power Supply Equipment 
• Cleaning of the UPS modules & associated equipment 
• Visual inspection for evidence of component damage or overheating and check external electrical connections 
• General clean and removal of accumulated dust where necessary 
• Mechanical inspection and check of all components and connections within the UPS modules and associated 
battery system 
• Replacement of defective parts or the preventive replacement of parts with a defined life time, important in UPS operation (Depending on the contract in place and/or any special arrangements – see our letter for details – parts & labour will be invoiced separately) 
• Updating of the equipment; firmware when available; measure and record output voltage, frequency and current 
• Check correct operation of the cooling fans 
• Check and adjust parameters where necessary for correct system operation 
• Check the tightness of all battery connections, access permitting; measure & record battery system voltage and discharge current 
• Hioki Impedance test all accessible batteries 
• An overall performance test including a mains failure simulation with or without load (if permitted by custome protocols) 
• Record ambient temperature and note environmental conditions 
• Note and report all defects & suggest any further action required 
• Comment on installations and ventilation 
• Recover the systems to normal operation 
 
1.2 Generators (If Included) 
Please refer to separate Generator Terms and Conditions. A copy can be supplied upon request. 
 
1.3 Automated Switch Gear & ATS Control Panels Associated with UPS / Generator Load Outputs (If Included in Pre-Agreed Schedule) 
Carry out scheduled preventive maintenance tasks are per manufacturers’ recommendations and or as listed within the agreed scope of works for any specific equipment listed. 
 
1.4 Switching and Functional Testing of Generators and Uninterruptible Power Supply Equipment 
Any switching or functional testing of equipment whilst supporting load carries some degree of risk to continuity of supply. Whilst our engineer or appointed sub-contractor will take every precaution to prevent loss of power to the connected loads, continuity of supply cannot be guaranteed and TSE Power are unable to accept responsibility or liability for any problems, loss or damage which may occur due to inadvertent interruption of the supply to the connected or other loads while the work indicated is carried out. Should this small risk of loss supply be unacceptable we suggest that you re-schedule the work for a time when the loads or applications can be safely shut down. Please note that, as any out of hours working carries a surcharge, additional costs may be incurred. 
 
1.5 Intervention Time 
Upon receiving fault notification, TSE Power will endeavour to resolve the requested fault clearance intervention within accordance to the emergency response time option detailed in our offer letter and / or quotation. 
Fault notification may be reported as follows: 
During office hours between 09:00 and 17:00 Monday to Friday telephone 01268 523083 for assistance 
Outside office hours at all other times telephone 0800 999 3300, where a recorded message will provide the telephone numbers of our on-call duty engineers. 
TSE Power endeavour to meet the response time indicated but will not be held responsible for delays outside of its reasonable control (for example road closures due to accidents or train delays/cancellations that can cause engineer delays in arriving to site). 
 
1.6 ‘On line’ Services 
For UPS systems fitted with the necessary interlink box for IRIS, LIFE, REMO and / or a modem, TSE Power will monitor the alarms generated by the UPS, 24 hours per day, and 365 days per year to assist in responding to faults in accordance with the terms set out in this contract. A dedicated international, outside dialling, telephone line and a UPS supported AC mains power socket feed, both within 2m of the UPS cabinet is required for this facility. 
 
The customer can also have the UPS alarms monitored within house by their own service engineer and access the UPS via their own dedicated web site page; however this service is an additional service and is not included as standard. 
 
Excluded Service 
The following services are not covered under this contract and will be invoiced separately after their execution: 
A) Maintenance, Repair or Fault clearance on electrical installations, accessories, additional equipment or machines other than equipment listed in our offer letter and maintained by TSE Power. 
B) Maintenance, Repair or Fault clearance after incidents caused by external short circuits, improper manipulation of the controls, negligence of the environmental conditions (such as insufficient ventilation, abnormal soiling, etc), fire, theft, water, and other causes beyond the control of TSE Power. 
C) Maintenance, Repair or Fault clearance after incidents that could have been rectified by scheduled maintenance, on or around the due date, which could have been prevented if the maintenance had been undertaken, but was delayed by others. 
D) Maintenance, Repair or Fault clearance after incidents caused as a result of failure to act upon recommended pre-emptive works. 
E) An intervention requested by the customer to modify the system will be carried out after acceptance of TSE Power’s cost estimation only. It will be invoiced separately after the execution. 
F) External switchgear within building panels and castell interlocking are the responsibility of site to provide trained site personnel to operate unless we are provided with full drawings/instructions and then agreed in advance. 
 
2 Definition of Service and Working Hours 
The contract services will be undertaken during normal working hours, from Monday to Friday excluding public holidays, unless the option for ‘out of hours’ service is taken out at the time of the order, as detailed in our quotation. 
 
Requests for service visits, particularly those out of normal hours, should not be considered fixed or acceptable until confirmed by TSE Power. 
 
3 Execution 
A) As far as possible, the maintenance will be executed at approximately equal intervals each year. TSE Power will confirm to the customer in writing, or by e-mail the schedule for this maintenance. If an intervention for repair is undertaken within 8 weeks before the scheduled preventive maintenance visit, the maintenance may be carried out at the same time as the repair. 
B) The customer has to keep the system fully at disposal of TSE Power for the scheduled preventive maintenance works and allow a power down of part of the UPS system if necessary. On redundant parallel systems the load can be continuously supplied and the preventive maintenance work can be completed on one unit at a time. 
C) If following a preventative maintenance visit, parts identified as failing or having failed are recommended for replacement to ensure correct equipment operation and the customer declines to replace them, then any repair intervention during the period between the recommendation and the next scheduled maintenance visit, caused by failure to replace such parts, will be invoiced separately outside the contract conditions. 
 
4 Tests 
During the scheduled preventative maintenance works, the customer is invited to provide the opportunity to test the system on its normal load (computer system, emergency lighting, process control, etc) to monitor its performance. The decision to accept or decline such testing lies with the customer and TSE Power Ltd may not be held responsible for any system or component failure resulting from testing beyond our control. 
 
5 Site Specific Switching Procedures 
The customer is required to provide a person to carry out or oversee any site specific switching procedures. This person must be suitably qualified, fully understand the sequence of the switching procedures and be competent to do so in a safe manner. 
The customer retains responsibility of the electrical switching external to the TSE Power maintained equipment and for installation/building protocols overall. 
 
6 Fees 
Fees & durations of the contract are listed on our quotation. – All fees are payable in advance unless agreed prior. 
Where PPM service dates have been offered at part of a maintenance contract and/or agreed in excess of three times prior to the end of the contract but the PPM has not been completed, the maintenance contract and service element will be chargeable in full and deemed completed. TSE where possible will extend the PPM service date up to 2 weeks after the contract completion. 
 
Where an engineer has attended a site on an agreed date and the PPM visit has been aborted due to site delays, restricted access or change in site circumstances, a revisit fee will apply or the service deemed completed if revisit costs are not agreed by the end of the contract. 
 
The following are a summary of contract TSE Powers contract cover options. Your option will be shown in your quotation. 
 
6.1 Standard Service Contracts 
Included: 
• Around the clock service support 24/7, 365 days per year. 
• Telephone ‘Helpdesk’ support. 
• Availability of an engineer to respond in an emergency within the response time applicable to your offer. 
• Labour & travel associated with the annual Preventative Maintenance visit(s). 
• Reduction from list price on spares & labour rates. 
 
Not included: 
• Any parts required for maintenance and repair works 
• Labour & Travel during any emergency call out(s). These will be charged at the current rates as indicated in 6.4 below 
• Labour and travel for works not subject to the conditions of the contract. 
 
6.2 Enhanced Service Contracts 
Included: 
• Around the clock service support, 24/7, 365 days per year 
• Telephone ‘Helpdesk’ support. 
• Availability of an engineer to respond in an emergency within the responsible time applicable 
• Labour & travel associated with the annual Preventative Maintenance visit(s) 
• Labour & travel associated with emergency call out(s) 
• Reduction from list price on spares & labour rates 
 
Not included: 
• Any parts required for maintenance and repair works 
• Labour and travel for works not subject to the conditions of the contract. 
• Subsequent labour and travel relating to repair works identified as necessary following an initial emergency call 
out 
• Labour and travel associated with consumable items other than those associated with the initial fault call out. These will be charged at the current rates as indicated in 6.4 below 
 
Note: 
Enhanced Contracts (Where Offered) are based on no pre-existing conditions or faults on the UPSs covered by the contact. The Enhanced elements of the contract are only applicable once it has been verified no pre-existing conditions or faults exist. To activate this the client is advised to book the included PPM as soon as possible. Any faults found or reported prior to PPM visit will be chargeable. TSE cannot accept any responsibility or liability arising from any delay in booking of the initial PPM. 
 
6.3 Ultimate Service Contracts 
Included: 
• Around the clock service support, 24/7, 365 days per year 
• Telephone ‘Helpdesk’ support 
• Availability of an engineer to respond in an emergency within the responsible time applicable 
• Labour & travel associated with the annual Preventative Maintenance visit(s) 
• Labour & travel associated with emergency call out(s) 
• All parts, with the exception of those mentioned at item 7 
• Reduction from list price on spares & labour rates 
 
Not included: 
• The labour and travel for works not subject to the conditions of the contract. 
• Labour and travel associated with consumable items other than those associated with the initial fault call out. These will be charged at the current rates as indicated in 6.4 below 
Note: 
Ulitmate Contracts (Where Offered) are based on no pre-existing conditions or faults on the UPSs covered by the contact. The Ultimate elements of the contract are only applicable once it has been verified no pre-existing conditions or faults exist. To activate this the client is advised to book the included PPM as soon as possible. Any faults found or reported prior to PPM visit will be chargeable. TSE cannot accept any responsibility or liability arising from any delay in booking of the initial PPM. 
 
6.4 Additional Engineering Works (Prices per hour per contract rates on quotation) 
 
Additional Manufacturers Costs 
In the event of any manufacturers being invited to site to either assess or repair (due to restricted spares availability) any model of their UPS under a current, valid contract their costs will be applicable in addition to those required by TSE. 
Miscellaneous 
Other travel & living expense: Cost +20% (Supported by VAT invoices, copies available upon request) 
 
Repairs and Remedial Works 
Where remedial works and/or repairs to a system are offered, this is on the basis of our engineer(s) knowledge and experience. These works are NOT a guaranteed fix to any system. There are occasionally times where a repair offered can become the first stage of a repair and assist in determining other faults on the system. When a system is in need of repair, the initial damaged or faulty part can cause unforeseen damage to other parts of the system which may not be apparent on the initial diagnosis and subsequent repair. TSE attempt to offer the most cost effective option from first diagnosis whether it be repair or replacement, however TSE will not be held liable for any additional costs that are required for any repair. 
 
6.5 Fees for Waiting Time 
If for any reason beyond the control of TSE Power, the maintenance work cannot begin on the scheduled arrival of the technician(s), TSE Power will be entitled to invoice all costs incurred as a result of the delay, based upon the fees mentioned in 6.4 
 
Whilst we endeavour to avoid any additional charges, any on-site delays beyond one hour outside of TSE Powers control will incur additional charges at the prevailing hourly rates stated within the contract terms and conditions. Charges will apply per engineer if applicable. 
 
6.6 Special Agreements 
Special agreements on different prices, particularly for spare parts should be contracted in writing before the order placement. 
 
6.7 Minimum Order Charge (MOC) 
A minimum parts order value charge of £ 25.00 is valid on all orders. 
A minimum 4 hour call out labour charge is applicable to all call outs. (Subject to contract) 
Replacement parts/works can be added to an existing order and will not incur a surcharge. In these cases, where possible, parts will not incur a shipping charge. 
 
6.8 Cancellation Charges 
Contracts can be cancelled at any time, subject to 3 months’ notice and an administration fee of £50.00 ex VAT. 
All contract types will revert to a Standard Contract during the notice period with all labour and parts chargeable. 
Charges for the ‘expired’ part of the contract will be based on the work completed to date, in the case of preventative maintenance visits, parts used, etc, together with a pro-rata element based on actual call-outs and/or ability to call out engineers where no call out has taken place. If the engineer service element has been completed prior or during the notice period, the engineer cost is chargeable in full and will revert to at minimum a full day rate charge or the relevant hourly rate if out of our normal working hours. 
 
In the event, Enhanced or Ultimate contracts are cancelled, the final costs of cancellation will be determined by any and all works completed (ie if a replacement system has been installed through a Ultimate contract, the value of the system and labour will be deducted from the value of the contract). On occasion, the value of the system/labour may be the full value of the contract whether it be 1, 3 or 5 year contract. 
 
Discounts issued to multi-year contracts will be subject to a 7.5% annual charge increase if cancelled before the end of the agreed term of contract. If the client cancels after Year 2 of a 5 Year contract, both Year 1 and Year 2 will have a 7.5% charge on the annual value in addition to the standard cancellation charges. 
 
Should TSE Power be impeded from undertaking service visits as a result of circumstances beyond our control, such as failure to provide access to site and or equipment where several service dates have been offered, it shall be deemed that the contractual obligation has been fulfilled, and the contract will expire on the appropriate end date, without prejudice to any other conditions of contract, financial or otherwise. 
Cancellation charges will never be more than the full contract price. 
Cancellation for scheduled service works will be charged at the following rates: 
TSE Labour (Normal Working Hours) 
For <48 Hours Notice of Cancellation (Not Less Than 2x Normal Working Days (09:00-17:00) - Zero Charge 
For <24 Hours Notice of Cancellation (Not Less Than 1x Normal Working Day (09:00-17:00) - £250.00 Per Engineer Ex VAT 
For Out of Hours Cancellation >24 Hours, Same Day Aborted Services or Same Day Cancellation -£400.00 Per Engineer Ex VAT 
 
TSE Labour (M-F Out of hours (06.00 – 09.00 / 17.00 – 22.00) /Saturday/Sunday) 
For <48 Hours Notice of Cancellation (Not Less Than 2x Normal Working Days) (09:00-17:00)) - Zero Charge 
For <24 Hours Notice of Cancellation (Not Less Than 1x Normal Working Day (09:00-17:00) - £350.00 Per Engineer Ex VAT 
For Out of Hours Cancellation >24 Hours, Same Day Aborted Services or Same Day Cancellation - £560.00 Per Engineer Ex VAT 
 
TSE Labour (Out of hours (22.00 – 06.00) and Bank Holidays (All Hours)) 
For <48 Hours Notice of Cancellation (Not Less Than 2x Normal Working Days (09:00-17:00)) - Zero Charge 
For <24 Hours Notice of Cancellation (Not Less Than 1x Normal Working Day (09:00-17:00) - £400.00 Per Engineer Ex VAT 
For Out of Hours Cancellation, >24 Hours, Same Day Aborted Services or Same Day Cancellation - £640.00 Per Engineer Ex VAT 
 
Manufacturer and Subcontractor 
On an occasion where any OEM engineer(s) or subcontractor(s) are utilised, cancellation costs and notice period may vary from standard TSE terms above. TSE reserve the right that any Manufacturer/Subcontractor cost will charged in full and be subject to an additional 10% administration fee. Revisit fees may also apply. 
 
Parts 
TSE Power reserve the right to charge in full for all parts purchased in advance of notice of cancellation. 
Cancellation charges must be paid in full before any subsequent work can be carried out. This includes routine maintenance visits as well as scheduled repair visits, however, emergency call out cover will still be provided. 
 
7 Consumables 
Consumable items are excluded from the contract, and are therefore at additional cost along with labour & travel costs for their replacement, irrespective of contract type. 
The following items have an expected lifetime as indicated and are therefore considered as consumable items (approximate hours) 
• Fans – 30,000 
• Electrolytic Capacitors – 50,000 
• Filter Capacitors – 60,000 
• Lithium Batteries on PC Boards – 80,000 
• UPS Battery (internal or external) – dependent on battery designed life 
 
8 Change of Location 
The rates established in this contract are valid as long as the system is operating where it was initially installed, subject to verification. 
 
9 Terms of Payment 
The annual fees portion of the contract will be invoiced at the beginning of the contract period. Fees for ad-hoc services and any parts will be invoiced following performance of the services. Payment of all invoices will be due within 30 days from the date of issue (unless otherwise agreed to in writing by a TSE Power director). There are discounts offered for multi-year contracts from 3 to 5 year. 
 
9.1) TSE Power reserves the right to withdraw and or suspend services on contracts where payments have not been received within 30 days of invoice until such invoices have been settled in full. 
 
10 Delivery Conditions 
The valid delivery conditions between TSE Power and the customer, if nothing different is specified in the contract, are mentioned in the TSE Power “Terms & Conditions of Sale”. 
 
11. Insurance 
11.1) Insurance details 
 
11.1.1) TSE Power shall maintain insurance necessary to cover any liability arising under the Contract as set out below: 
• 3rd Party & Products Liability - £10M 
• Employers Liability - £10M 
• A copy of Insurance Certification can be provided on request. 
 
11.2) Indemnity & Liability 
 
11.2.1) Neither party seeks to exclude or limit its liability for: 
a. death or personal injury caused by its negligence (but will not be liable for death or personal injury caused by 
the other party’s negligence); 
b. fraudulent misrepresentation; 
c. any other matter in respect of which, as a matter of Law, liability cannot be excluded or limited. 
 
12 Court of Arbitration & Applicable Law 
This contract shall be governed & interpreted exclusively according to English Law. This contract constitutes the entire understanding between the parties & supersedes any prior representations or arrangements relating to the subject matter of this contract. it. 
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