Terms & Conditions

Definitions And Interpretation

In these Conditions, the Rate Schedule and every Proposal, Order, Plan contract, or other arrangement in connection with the supply of Goods or Services by ScotPlanet IT Services the following definitions and rules of interpretations apply:

Definitions

“After Hours”: any time which is not Business Hours;

“Agreement”: these Conditions, the Proposal and the Order;

“Business Hours”: Sunday to Thursday 9AM to 6PM (Israel Standard Time) excluding Public and Religious Holidays in Israel;

“Client”, “You” or “Your”: a person who receives Goods or Services from Us, and includes both a person whose name is on the Order or and a person (or company) on whose behalf an Order is placed, and in any case each of their heirs, successors and assigns;

“Commitment Term”: the period during which We provide the Services to You;

“Conditions”: these terms and conditions as amended from time to time in accordance with Clause 9.1;

“Goods”: the goods (or any part of them) and the services, supplied by US to You as set out in the Proposal. This includes any goods and/or services sourced or provided by US in connection to the goods and/or services set out in the Proposal,

“Order”: means a Proposal, which becomes a binding contract once signed by You and agreed Us, incorporating these Conditions, and, in the case of a sale of Goods, once cleared funds have been received in Our account;

““Period”: a particular number of half-days, days, weeks, months, or any other period, as may be agreed between Us and You in which some Services will be provided;

“Proposal”: means a proposal presented to You for the supply of Goods and/or Services by Us;

“Rates”: the hourly rates and other charges for Services set out in the Rates Schedule;

“Rate Schedule”: the schedule setting out Rates charged by US in relation to the provision of the Services, and as amended from time to time in Our absolute discretion and notified to You;

“Reasonable Assistance Limits”: the meaning set out in clause 17.2;

“Return/Cancellation Fee”: a fee charged pursuant to clause 6.5 and the Managed Services Agreement as set by Us from time to time;

“Service request”: a request for service such as adds, moves, changes and technical assistance;

“Services”: the provision of any services by Us as detailed in the Order (as amended from time to time by mutual agreement between Us), and including any advice and recommendations given by Us;

“Software”: includes software and any installation, update or associated software provided by Us in connection with the provision of the Services;

“Us”, “Our” or “We”: ScotPlanet IT Service of 2/3 Arbel Street, Kfar Saba, Israel;

“VAT”: value added tax or any equivalent tax chargeable in Israel

“Work”: anything We may do, provide, customise, produce or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.

Interpretation

In these Conditions:

(a) Words in the singular shall include the plural and vice versa;

(b) Reference to one gender shall include a reference to the other genders;

(c) Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Conditions;

(d) All references to dollars ($) are to United States Dollars (USD)

(e) A reference to an individual or person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) such as a corporation, partnership, joint venture, association, authority, trust, state or government;

(f) A reference to a party includes its, successors and permitted assigns

(g) A reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to these Conditions;

(h) A recital, schedule, annexure or description of the parties forms part of these Conditions;

(i) A reference to any agreement or document is a reference to that agreement or document (and, where applicable, any of its provisions), as varied from time to time;

(j) A reference to “will” imports a condition not a warranty; and

(k) A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances and events which constitute any of those conditions or matters.

General

Applications Of These Conditions
1. The invalidity, illegality or unenforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.
Commitment Term
1. The Committed Term shall begin on the date outlined in the Order and will continue unless earlier terminated by you in accordance with Clause ‎‎17

Goods and Services

Proposals
1. Term and effect: A Proposal will only be valid for 14 days unless otherwise specified in the Proposal. A Proposal is merely an invitation to You to place an Order with Us and shall not constitute an offer. Once you have signed a Proposal and we have agreed to it, and, in the case of a purchase of Goods once cleared funds have been received in Our account, it will create a binding contract between You and Us.
2. Upon the expiry of a Proposal, the Proposal is discarded. Once discarded the Proposal will need to be requested again.
3. Once a Proposal has been confirmed by Us, then the prices in the Proposal will be confirmed as the final agreed price.
4. The price in the final Order may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the Proposal, as long as the quote has not been confirmed with You.
5. Proposals and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the Proposal, and We agree to the changes, these changes will be charged at Our prevailing rate.
6. When a special price or discount offer has been applied to a Proposal, no other special promotion, discount or bonus offer will be applicable.
7. In the event that products in the Proposal are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Proposal accordingly. If a product has undergone a price drop or a price increase, the Proposal will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.
8. Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavour to honour every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.
9. Once a Proposal has passed the expired date, it is deemed to be cancelled without having to notify or receive an approval from You.
10. Any estimated timelines in a Proposal are approximate and time shall not be of the essence in delivering the Goods and/or Services.
11. Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.
12. We do not keep inventory and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor that the stock is returnable before being able to issue a refund as not all products can be returned.
13. Prices are based upon total Order amounts.
14. Unless Specified, all items on a Proposal are covered by manufacturer’s warranty covering parts and labour for hardware only on a return to depot basis.
15. Varying or withdrawing Proposals: We may vary or withdraw a Proposal at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Proposal.
Orders
1. Approval of Orders: As mentioned above, a Proposal does not become an Order until it is duly executed on Your behalf and approved by Us. If confirm the Proposal by email, the Order will be deemed as signed by the person whose name appears as the sender of the email or submitter of an online form.
2. Reliance on appearance of validity: If any Proposal is signed or sent by email, the person who signed it warrants that the signed Proposal is, and it is acknowledged the Order is deemed in favour of Us to be:
  1. signed by, and duly authorised by, both the person who signed the Proposal and the person who sent the email; and
  2. duly authorised by You.
3. No obligation to deliver: We are not begin the provision of the Services until receiving an Order and until we have received payment of any amounts agreed to be paid up front
4. Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consents to Us undertaking a credit reference check in respect to You.
5. Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.
Pricing And Rates
1. Rates Schedule: The Rates payable for the Services are set out in the Rate Schedule.
2. Rates exclude Tax: All Rates are exclusive of VAT and any other applicable taxes or government charges (unless otherwise stated in writing by Us).
3. Vary Rates: We reserve the right to vary any Rate from time to time (subject to any fixed pricing for specific periods in any Plan), in Our absolute discretion.
4. Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.
5. Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover Our administration costs in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from any moneys otherwise due to be refunded to You by Us.
6. Expenses: You must reimburse any out of pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Such expenses might include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate and feasible, We will obtain prior written authorisation from You before such expenses are incurred.
7. Calculation of increments: We charge out time at 15 minute increments any time will always be rounded up to the nearest 15 minute increment. The first hour or any part of it is chargeable in full.
8. Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.
9. Pre-Paid Blocks of Service: Where You agree to buy Pre Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:
  1. are calculated in accordance with the applicable minimum time periods and increments set out in the Rates Schedule; and
  2. are only provided by Us during the applicable Period. Where Services are provided for a specified Period:
    1. the Services remaining unused for that Period cannot be rolled over into any subsequent Period; and
    2. We are not liable to refund, re-imburse, pay damages or otherwise compensate or indemnify You in respect of those unused Services.

Services And Plans
1. Service Variations: We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services from time to time in Our absolute discretion.
2. Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.
Contracting
1. We may subcontract any or all of the Services to be performed, but shall retain prime responsibility for the Services under these terms.
Delivery, Title and Risk
1. Delivery liability: Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We will use all reasonable endeavours to perform Services by the date noted, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.
2. Delivery location: We shall deliver the Goods to the location set out in the Order or such other location as We may agree.
3. Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.
4. Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause 15.3 will affect title to the Goods.
5. Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under clause 15.3.
6. Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:
  1. title to, and property in, Goods supplied to You remain vested in Us and does not pass to You;
  2. Until title to the Goods has passed to US, You shall:
    1. hold those Goods as fiduciary bailee and agent for Us and must not sell them;
    2. keep those Goods separate from other goods and maintain the Goods and their labelling and packaging intact;
  3. Where You sell the goods in breach of these Conditions, You are required to hold the proceeds of any sale of those Goods on trust for Us in a separate account (however any failure to do so will not affect Your obligation to deal with the proceeds as trustee and remit them to Us);
  4. We may, without prior notice, enter into any premises where We suspect those Goods may be, take possession of those Goods and sever and remove those Goods (notwithstanding that they may have been attached to other goods not the property of Ours) and for this purpose, You hereby irrevocably authorise and direct Us (and Our employees and agents) to enter into such premises as its duly authorised agent and You hereby indemnify and hold harmless Us from and against any costs, claims, allegations, demands, damages or expenses or any other acts or omissions arising from or in connection with, such entry, repossession or removal.
  5. You irrevocably appoint Us as Your attorney to do anything We consider necessary in order to enter such premises and repossess the Goods as contemplated by this clause 14.6.
Returns And Claims For Goods And Services
1. General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such Conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.
2. Customised Goods not returnable: Where Goods have some element of customisation for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.
3. Duty to inspect: You will inspect all Goods immediately upon their delivery. If upon inspection, you wish to return the Goods, ask for a refund or make a claim You shall give written notice to US within 7 days of delivery explaining you reasoning. If no such notice is given on time, You have accepted the goods and are not entitled to return the goods.

Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.
Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.
Consequences of use, installation, customisation or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customised or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).

Computer Utility, Functionality And Fitness For Purpose
1. Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiment. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to solve a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavours to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, We will not be liable for any damage arising out of the provision of our Services to You, so long as it does not constitute gross negligence on Our part.
2. Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customisation of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.
3. Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:
  1. You acknowledge that We have no control over many factors involved with the suitability, function or fitness for purpose of Goods in an existing or new computer environment, e.g.
    1. the compatibility or ability of the Goods to fit into or perform to expectations in the receiving computer/internet environment; or
    2. the behaviour of third party supplier, e.g. in relation to support;
  2. You acknowledge that for a whole number of reasons outside of Our control, the Goods may fail to meet Your expectations, may not turn out to be fit for all or any of the purposes sought, may not be suitable or may not function properly in all or any respects;
  3. You acknowledge that the Services provided by Us may involve the very task of seeking to customise Goods so they may be fit for particular purposes and that customisation may be a very substantial project in itself;
  4. Accordingly You will accept the sole responsibility for, and indemnify and hold Us harmless in respect of:
    1. decisions as to whether or not to follow recommendations by Us to purchase goods;
    2. decisions as to whether or not to purchase or customise Goods or obtain Services for that or any other purpose; and
    3. any failure or defect in suitability, function or fitness for purpose of any Goods and/or Services, including a responsibility to obtain Your own independent advice or second opinion from a suitably qualified person;
  5. Where We provide Services with a view to achieving Your purposes, suitability, function or fitness for purpose (whether expressed, agreed or otherwise), You must pay for those Services on time without any set-off or counter-claim, whether or not We are able to achieve any of such purposes, suitability, function or fitness for purpose, provided always that We have acted in good faith and have made what We consider, in Our absolute discretion, to have made all reasonable endeavours to achieve those outcomes.
4. Testing Procedures: You will follow Our instructions with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.
Termination
1. This Agreement may be terminated by You upon ninety (30) days written notice if We:
  1. Fail to fulfil in any material respect our obligations under this Agreement and do not cure such failure within thirty (30) days of receipt of such written notice.
  2. Breach any material term or condition of this Agreement and fail to remedy such breach within thirty (30) days of receipt of such written notice.
  3. Terminate or suspend our business operations, unless it is succeeded by a permitted assignee under this Agreement.
2. This Agreement may be terminated by Us upon ninety (90) days written notice to you.
3. Without affecting any other right or remedy available to it, We may terminate the Agreement with immediate effect by giving written notice to You if You fail to pay any amount due under the Agreement on the due date for payment.
4. If either party terminates this Agreement, we will assist you in the orderly termination of services, including timely transfer of the services to another designated provider. You agree to pay us for rendering such assistance at our normal rates as outlined in our current Rate Schedule.
5. Should You wish to terminate this Agreement before the end of the commitment term, You agree to pay all of the remaining payments up until the end of the commitment term.
Entire Agreement
1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Notices
1. Any notices given under the Conditions shall be in writing and sent by e-mail to the following email address:
Governing Law & Jurisdiction
1. The Conditions shall be governed by and construed in accordance with the laws of the State of Israel and the parties submit to the exclusive jurisdiction of the Courts of Israel.
Assignment
1. You may not assign Your rights and obligations under this Agreement without Our prior written consent.
Variation Of These Terms And Conditions
1. We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.
Force Majeure
1. Force Majeure: If We are unable to supply any Goods or Services due to circumstances beyond Our reasonable control, We may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to You, in which case You will hold Us harmless.
2. We will not be liable for any breach of contract nor liable for delay in performing our failure to perform any of Our obligations under the Agreement if such delay or failure result from event, circumstances or causes beyond Our reasonable control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion, accident, epidemic or pandemic.
Product Specifications
1. Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.
2. Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.
Warranties in relation to Goods
1. Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.
2. No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.
Liability
1. Exclusion: Except as specifically set out herein and so far as may be permitted by law, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
2. No liability for program or data loss: You indemnify and hold Us harmless in respect of any allegation, claim, loss or expense of Yours or any third party for any program or data loss or damage suffered by You or that third party arising directly or indirectly from the supply of the Goods or Services by Us to You. You acknowledge You are solely responsible for backing up Your programs and data in order to mitigate Your own potential loss of programs and data.
3. Limit on consequential damage: You indemnify and hold Us harmless in respect of any allegation or claim as to any indirect or consequential losses or expenses suffered by You or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to You or any third party.
4. Limit on damage from a failure in supply: You indemnify and hold Us harmless for any allegation or claim for loss or damage by You or a third party where We have failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
5. General limit on liability: Except as otherwise expressly stated in these terms and conditions, We are not liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Us) which is suffered or incurred by You in connection with:
  1. Goods or Services provided to You or any Work;
  2. these Terms and Conditions;
  3. Your use of Our website (including the use of a credit card or other debit device) or any linked website;
  4. the non-availability of Goods or Our Services for any reason;
  5. any act or omission of Ours or the provision of inaccurate, incomplete or incorrect information by You, or
  6. for any other reason whatsoever.
6. Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 21.5 does not apply to that liability and Our liability for any breach of that condition or warranty is limited to Our doing any one or more of the following (at its election):
  1. replacing the Goods or supplying equivalent Goods, Services or Work;
  2. repairing the Goods or the Work;
  3. paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or
  4. paying the cost of having the Goods or the Work repaired.
7. Laws still apply: Nothing in this agreement excludes or limits Our liability for:
  1. death or personal injury caused by Our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other liability which cannot lawfully be excluded or limited.
8. Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.
9. If any provision or part-provision of this agreement is deemed deleted under condition 21.8, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.
Errors And Omissions
1. We make every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, We may rescind the affected contract by written notice to You, notwithstanding that We have already accepted Your Order and/or received payment from You. Our liability in that event will be limited to the return of any money You have paid in respect of the Order.

Our Responsibilities

Privacy Statement And Your Rights
1. We are collecting Your personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services to you and it may retain and use it for any such purposes (“Authorised Purposes”).
2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 23 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
3. You are required to provide your personal information to Us for Authorised Purposes.
4. Without prejudice to the generality of Clause 23.2 You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Us for the duration and purposes of the Contract.
5. We may disclose Your personal information to other persons for the Authorised Purposes, to verify the information You provide, for enquiries about Goods or Services that may be suitable for your purposes, or to confirm Your requirements, to anyone proposing to supply Goods or Services to You, or to acquire Goods or Services on Your behalf, or in respect of enquiries relating to any of the foregoing.
6. Otherwise We will not disclose Your personal information without Your consent unless authorised by law.
7. Your personal information will be held by Us at Our Principal Place of Business and You can contact Us to request to access or correct it.
8. We rely on You to submit correct information and details where requested. You accept that You may incur additional expenses if you submit incorrect information.

Your Responsibilities

Logging Of Service Requests
1. In order for Us to provide You with the agreed Service, You agree to follow Our process for logging of Service Requests as outlined in Appendix A.
Access To Systems, Sites and People
1. In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.
2. You agree to allow Us to install software on Your Equipment that allows us to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.
Third Party Authorisations
1. At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorisation for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.
Payment, Late Payment And Default
1. Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing).
2. Payment Options: Payments shall be made by cash, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.
3. 7 days late: Where You fail to pay an invoice within seven (7) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.
4. Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.
5. Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.
6. Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:
  1. first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by Us in relation to any dishonoured payment fees, collection costs or any other action taken by Us for the recovery of any amounts owing by You to Us;
  2. secondly, in or towards payment of any interest due or payable hereunder, and
  3. thirdly, in or towards payment of Your debts to Us in order from the longest standing due to the most recently incurred.
7. Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but if a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.
8. Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.
9. Your default: If Our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Customer default):
  1. without limiting or affecting any other right or remedy available to it, We shall have the right to suspend performance of the Services until You remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Our performance of any of its obligations
  2. We shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from the Our failure or delay to perform any of our obligations as set out in this Clause 28.11; and
  3. You shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Customer Default.
Non Solicitation Of Clients And Employees
1. You agree that employees are one of Our most valuable assets, policy and professional ethics require that Our employees not seek employment with, or be offered employment by You during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court).
2. You agree that Our damages resulting from breach of this clause 31.1 would be impracticable and that it would be extremely difficult for Us to ascertain the actual amount of damages. Therefore in the event You violate this provision, You agree to immediately pay Us 100% of the employee’s total annual salary, as liquidated damages and We shall have the option to terminate this Agreement without further notice or liability to You. The amount of liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs We would incur to identify, recruit, hire and train suitable replacements for such personnel.
Software
1. All Software licences are the responsibility of You and not that of Us. It is the duty of Yours to store all licences for all Software used, so that that they can be reproduced if and when required. This includes all Software installed by Us.
2. You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:
  1. any unauthorised Software use by You;
  2. any breach of any Software licence in respect of Software provided to Us by You to be installed on one of Your computers;
  3. otherwise as a result of Us installing Software for You where You are not authorised to use the Software; and
  4. any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.
3. All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.
Copyright and Confidentiality
1. Warranty and breach: You warrant that any confidential or copyright information or intellectual property (of any kind and in any form held) provided by You to Us belongs to You. In the event of any breach of this warranty, You will pay all sums due to Us as If such warranty had not been breached (and regardless of any non-performance of any obligation by Us on account of or in connection with the breach of such warranty). You indemnify and hold Us harmless in respect of any allegations, claims, loss, costs or expenses in connection with such breach of warranty by You.
2. Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by Us in the course of the supply of Services by Us to You will be the exclusive property of Ours unless otherwise agreed in writing by Us and You.
3. Confidential Information: In the course of providing Services to You, We may receives from You certain non-public personal and otherwise confidential information relating to You, including Your customers or employees (Confidential Information). We will regard as confidential.
4. You also acknowledge that all information and services, consulting techniques, proposals, and documents disclosed by Us or which comes to Our attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary information to Us.

As such, both parties undertake that it shall not at any time during the contract and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs customers, clients or suppliers of the other party except as permitted by clause 31.5.

Each party may disclose the other party’s confidential information:
1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 31.3 and 31.4.
2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither of Us shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract

Appendix A

Service Request Logging Process

When you contact us to log a service request the methods below must be used:

Email: support@scotplanet.com

Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue. If the issue is being logged by either phone or external email you must include your name, company and return contact details.

Service Requests Outside Of Our Business Hours

Service Requests that must be addressed outside of business hours must be logged by phone (charges apply for after hours work). If not, the Service Request will be viewed on the next Business Day