1. GENERAL
This Agreement sets forth the terms and conditions under which you agree to use our Service, and under which Peakford Ltd. agrees to provide Service to you.
2. DEFINITIONS
For the purposes of this Agreement, the following terms are defined as follows:
a. “Peakford” shall mean and include its directors, officers, employees, contractors, successors or assigns;
b. “Service” shall mean all programming services, remote support services, server maintenance services, and other services ordered by you or provided to you by Peakford;
3. OWNERSHIP RIGHTS AND PROPRIETARY INFORMATION
a. Customer shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived
b. Service Provider agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) Service Provider develops, learns or obtains in connection with Services or that are received by or for Company in confidence, constitute “Proprietary Information.”
c. Service Provider will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information.
d. Upon termination and as otherwise requested by Company, Service Provider will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Service Provider may keep its personal copies of its compensation records and this Agreement.
e. Service Provider also recognizes and agrees that Service Provider has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that Service Provider’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
4. WARRANTY
Service Provider warrants that:
a. the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Service Provider may have to others;
b. all work under this Agreement shall be Service Provider’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Service Provider);
c. Service Provider has the full right to provide the Company with the assignments and rights provided for herein;
d. Service Provider shall comply with all applicable laws and Company safety rules in the course of performing the Services.
5. RELATIONSHIP OF PARTIES
a. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract.
b. Service Provider is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, workers’ compensation insurance.
c. Service Provider agrees to indemnify, defend and save Company harmless from any and all claims and threatened claims by any third party, including employees of either party.
6. SERVICES PROVIDED
Peakford will provide the following professional services to you:
a. programming services
b. remote support services
c. server maintenance services
Other fixed-price services may be mentioned in a separate service contract.
7. CALCULATION OF FEES AND CHARGES
a. Fees for professional services are calculated on the time spent by Service Provider associates and staff attending to said services, multiplied by the relevant hourly or daily rate: €125/hour (billed at 30-minute increments) or €850/day.
b. Fees for fixed-price services are as agreed in section 6.
c. Additional services offered are invoiced as agreed and confirmed by email or in other written form.
d. Fees may be adjusted for inflation and exchange rates at the beginning of each year.
8. BILLING ARRANGEMENTS
a. Billing occurs annually, bi-annually or before major projects with a detailed description of provided services provided during this period.
b. Bills are payable within the due-date stated on the invoice.
9. NON-PAYMENT
If the Customer does not pay a bill sent by Peakford or complies with a request for payment within 45 days, we reserve the right to discontinue all services.
10. ACCESS AND AUTHORIZATION
You acknowledge and agree that in order to provide certain support Services to you, the Service Provider or its agents will access, take control of and make changes to your personal computer and/or software by remote control, including the modification to Internet-related software settings, installation and where applicable, uninstallation of certain software and you hereby consent to such actions.
11. LIMITATION ON DAMAGES
Peakford Ltd retains backups of most client data, as mentioned in the service description. These backups are provided on a best effort basis and are not guaranteed. In all events, our liability for direct loss or damages whether in tort (including, without limitation, negligence), contract or otherwise, is limited to and shall not exceed: 5 times the fee paid for the service in question or 12 times the monthly service fee in the case of hosting services.
Neither party will be liable to the other in any way for any special, incidental, economic, or indirect loss or damages, or for loss of data, loss of profits, revenues, customers or contracts, wasted management time, increased costs or expenses, whatsoever and howsoever arising including in connection with the performance, non-performance or delayed performance of the Services or otherwise under this Agreement even if that party has been advised by the other or should have reasonably been aware of the possibility of such loss.
12. GOVERNING LAW
The Agreement is governed by the laws of the respective jurisdiction of the Service Provider, as indicated in section 1 of the Agreement.
13. TERMINATION
The Customer may terminate this Agreement one month before annual renewal by written notice to the Service Provider.
14. ACCEPTANCE
The Customer accepts this Agreement upon:
a. Your submission of an online or telephone request for Service, in verbal or written notice;
b. Your use of our services;
c. Return of a signed copy of this agreement.