Terms & Conditions
1. Support Agreement Terms and Conditions
Standard terms and conditions for the supply of services
1 Interpretation
1.1 In these Conditions:
"CLIENT" means you, to whom the Supplier has agreed to provide the Service in accordance with these Terms;
"CONTRACT" means the contract for the provision of the Service incorporating these Terms and any special terms agreed between the parties;
"DOCUMENT" includes, in addition to a document in writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form including bank account or credit card records of payment;
"INPUT MATERIAL" means any Documents or other materials, and any data or other information provided by the Client relating to the Service;
"OUTPUT MATERIAL" means any Documents or other materials, and any data or other information provided by the Supplier relating to the Service;
"PROPOSAL" means the proposal appended to these terms;
"SERVICE" means the service to be provided by the Supplier for the Client and referred to in the Proposal;
"SUPPLIER' means Ping IT Services, having a place of business at St James Business Centre, Linwood Rd, Paisley, PA3 3AT;
"SUPPLIER'S STANDARD CHARGES"* means the charges shown in the Supplier's brochure or other published literature relating to the Service from time to time.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation
2 Supply of the Service
2.1 * The Supplier shall provide the Service to the Client subject to these Terms. Any changes or additions to the Service or these Terms must be agreed in Writing by the Supplier and the Client.
2.2 * The Client shall at its own expense supply (or procure the supply to) the Supplier with all necessary Documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable the Supplier to provide the Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
2.3 * The Client shall at its own expense retain duplicate copies of all Input Material. The Supplier shall have no liability for any such loss or damage of any Input Material, however caused.
2.4 * The Service shall be provided in accordance with the Proposa and otherwise in accordance with the Suppli¬er's current brochure or other published literature relating to the Service from time to time, subject to these Terms.
2.5 * Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in the Supplier's brochure or other promotional literature, may be made available on Written request
2.6 * The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Service without any liability to the Client
2.7 * The Supplier may at any time without notifying the Client make any changes to the Service which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Service
3 Charges
3.1 * Subject to any special terms agreed, the Client shall pay the Supplier's Standard Charges as set out in the proposal and any additional sums which are agreed between the Supplier and the Client for the provision of the Service or which, in the Supplier's sole discretion, are required as a result of the Client's instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
3.2"* The Supplier may vary the Supplier's Standard Charges from time to time by giving not less than.[six] months' Written notice to the Client.
3.3"* All charges quoted to the Client for the provision of the Service are exclusive of any Value Added Tax, for which if applicable the Client shall be additionally liable at the applicable rate from time to time.
3.4 * The Supplier may invoice the Client in accordance with the proposal failing which following the completion of the Service or at other times agreed with the Client.
3.5 * The Supplier's Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) at the date of the Supplier's invoice, in accordance with clause 3.6 below.
3.6 * If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4 per cent above the base rate from time to time of Clydesdale Bank Plc from the due date until the outstanding amount is paid in full.
4 Rights in Input Material and Output Material
4.1 * The property and any copyright or other intellectual property rights in:
4.1.1 any Input Material shall belong to the Client
4.1.2 any Output Material shall, unless otherwise agreed in Writing between the Client and the Supplier, belong to the Supplier, but the Client shall be entitled to use the Output Material for the purposes of utilising the Service by way of a non-exclusive licence, subject to payment in full of all sums payable under the Contract.
4.2 * Any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
4.3 * The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.4 * Subject to paragraph 4.3, the Supplier warrants that any Output Material and its use by the Client for the purposes of utilising the Service will not infringe the copyright or other rights of any third party, and the Supplier shall indemnify the Client against any loss, damages, costs, expenses or other claims arising from any such infringement.
5 Warranties and Liability
5.1 * The Supplier warrants to the Client that the Serv¬ice will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Proposal. Where the Supplier supplies in connection with the provision of the Service any goods (including Input Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
5.2,* The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
5.3 * Except in respect of death or personal injury caused by the Supplier's negligence, or as expressly provided in these Terms, the Supplier shall not be liable to the Client by reason of any representa¬tion (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or con¬sequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service (including any delay in providing or failure to provide the Service) or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier's charges for the provision of the Service, except as expressly provided in these Terms.
5.4 *The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Service, if the delay or failure was due to any cause beyond the Supplier's reasonable control.
6 Termination
6.1 * The Supplier may terminate the Contract at any time by giving not less than [one] months' Written notice to the Client.
6.2 * Either party may (without limiting any other remedy) at any time terminate the Contract by giving Written notice to the other if the other commits any breach of these Terms and (if capable of rem¬edy) fails to remedy the breach within 30 days after being required by Written notice to do so, or if the other goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or enters administration, or a moratorium comes into force in respect of the other.
7 General
7.1 * These Terms (together with the terms, if any, set out in the proposal constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
7.5 * Any dispute arising under or in connection with these Terms or the provision of the Service shall be governed by and construed in accordance with the law of Scotland.
7.6 * The parties agree to submit to the non-exclusive jurisdiction of the Scottish courts.