1. ‘The Agreement’ means the Agreement which incorporates these Standard Terms and Conditions under which Local Planet Solutions Ltd, trading as Why Settle, provide support and other services.
2. This Agreement shall run for an initial period of 12 months. Unless written notice of cancellation is given by either party no less than 30 days prior to the agreement expiring, it will renew for a further 12 months. The agreement will continue to renew for a further 12 month period on expiry unless written notice of cancellation is given no less than 30 days prior to the agreement expiring.
3. Subject to the conditions contained in this Agreement Local Planet Solutions undertakes, during the hours referred to in Section 4 to provide such corrective maintenance calls as may be necessary and to keep the Equipment functioning in accordance with its published specification.
4. Local Planet Solutions normal business hours are between the hours of 09.00 and 17.00 Monday to Friday excluding Public Holidays. Scheduled visits will take place between these hours. One full working day consists of six hours.
5. Local Planet Solutions shall at its own discretion repair the Equipment either at the Customer’s premises or at its own premises.
6. The Customer undertakes to pay the charges as indicated in Paragraph D on signing herewith, and on or before the due date in respect of any subsequent period. Any additional charges which may be levied in accordance with these Terms and Conditions will be paid within thirty days from the date of invoice. Should any charges levied still be unpaid after forty-five days from the date of invoice, Local Planet Solutions reserve the right to withhold any subsequent call-outs until payment has been received in full. All costs are exclusive of VAT.
7. Local Planet Solutions shall be under no liability to the Customer in respect of any software package which has been written by the Customer, or by a third party or problems caused by such package, although Support would be provided if required.
8. The charge paid in advance shall be the fixed charge for the year in question, and shall not be subject to variation. Any change to the charge shall be agreed between both parties.
9. Subject to the provisions of Clause 10: Local Planet Solutions will use its best endeavours to maintain the Equipment in good working order and to rectify any malfunction as promptly as reasonably possible.
10. (a) Local Planet Solutions shall in any event not be responsible for failure to render service due to causes beyond its control.
(b) Local Planet Solutions shall not be liable for any loss or damage arising directly or consequentially as a result of a malfunction or complete stoppage of service or as a result of corruption of or damage to software, data or other electronically stored logic or information.
(c) Without prejudice to the provisions of Sub-clauses 10(b) Local Planet Solution’s liability for any loss or damage of any kind shall not exceed £50,000 in respect of any one claim and the Customer shall insure against any risks for sums in excess of that amount
11. The Customer shall not be entitled to assign the benefit of this Agreement without the written consent of Local Planet Solutions. Local Planet Solutions reserve the right to assign this Agreement at its own absolute discretion but after prior consultation with the Customer.
12. This Agreement shall in all respects be construed and operate in accordance with Scottish Law.
13. These Terms and Conditions together with the foregoing definitions and agreement form the entire Support Agreement between Local Planet Solutions and the Customer and shall not be varied by the Terms and Conditions of any order submitted by the Customer unless any variation is agreed in writing by Local Planet Solutions and is added to this Agreement.
14. If at any time any question, dispute or difference whatsoever shall arise between the Customer and Local Planet Solutions upon, in relation to, or in connection with this Agreement, either may give to the other notice in writing of the existence of such questions, dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed between the two parties.