Standard Service Agreement All facilities provided by Learntech are subject to the following Standard Service Agreement. |
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| 1. GENERAL - This Agreement ("Agreement")
is between the Learntech (Scotland) Ltd, ("LEARNTECH"),
7 Inch Colm Avenue, The Inches, Larbert, FK5 4FP and the customers,
("Customers") of our services, ("Services").
For good and valuable consideration, the parties agree as follows.
2. SERVICES - Subject to the terms and conditions of this Agreement, LEARNTECH will provide services, ("Services") to the Customer. These Services will comprise either: (i.) The Services detailed in the published list of services offered by LEARNTECH from time to time and made available through their Internet web site, (www.learntech.co.uk) or other associated web-sites; OR (ii.) Such other Services, offered by LEARNTECH from time to time, not described in the published list of services, but detailed in a separate written proposal, ("Proposal") prepared by LEARNTECH and submitted to the Customer; OR (iii.) Such other Services, offered by LEARNTECH from time to time, not described in the published list of services, but outlined in verbal discussions between the Customer and LEARNTECH and confirmed by a subsequent Order, ("Order").The specific plan of Services to be provided initially to the Customer shall be as detailed above and thereafter as established through correspondence between Customer and LEARNTECH. 3. REJECTION - LEARNTECH reserves the right to reject any Order from a Customer for any or no reason. 4. TERM & RENEWAL - The initial term of this Agreement ("Initial Term") will reflect the specific Services provided to the Customer. The Initial Term shall begin upon commencement of Services to the Customer and payment to Learntech in accordance with Section 5 below. After the Initial Term of an Agreement involving ongoing Services, (typically web hosting and domain registration), the Customer will have the option to renew the Agreement for successive terms of length as mutually agreed with LEARNTECH, ("Renewal Period"). The option to renew will be notified to the Customer approximately 30 (thirty) days before the expiry of the Initial Term. LEARNTECH will provide a fixed price quotation, which reflects their current pricing for the Services required during the Renewal Period. LEARNTECH will only renew the Agreement on receiving written confirmation from the Customer and payment to LEARNTECH. The Initial Term plus all successive Renewal Periods shall be collectively referred to as the "Term."Where a renewal involves Domain Name Registration, the Customer will be responsible for meeting all costs of re-registration. While LEARNTECH will undertake the task of re-registration as part of the Services agreed for the Renewal Period, they have no control over the rules, duration and prices imposed by the various naming authorities.Where the Customer elects not to renew Services and where a Domain Name Registration is held by LEARNTECH on behalf of the Customer, the Customer may chose to have the Domain Name Registration transferred to themselves or another named party. The Customer will meet all costs for transferring the domain name and any expenses incurred by LEARNTECH. Similarly, where the Domain Name Registration is held by LEARNTECH on behalf of the Customer and (i.) the Customer advises LEARNTECH in writing that they do not wish to renew or transfer the Domain Name, OR (ii.) the Customer neglects or fails to respond to a Renewal Notice or any Reminder Notice in time to allow re-registration, LEARNTECH reserves the right, at their sole discretion, to either (a) allow the Domain name to lapse and become available for re-issue by the internet naming authorities OR (b) renew the Domain Name Registration under LEARNTECH and subsequently sell, auction, transfer or otherwise dispose of the Domain Name.LEARNTECH will not be responsible for the loss of a Domain Name caused by any act or omission by the Customer. Any additional registration fees incurred with a .ltd.uk or .plc.uk domain, where the Customer fails to provide the correct Company Registration number will not be refunded. 5. FEES AND PAYMENT - LEARNTECH may at any time amend the Services and/or the rates and fees it charges for Services. All fees rendered or provided to the Customer shall be in accordance with either: (i.) The price list then in effect and detailed in the published list of services offered by LEARNTECH from time to time and made available through their internet web site, (www.learntech.co.uk) or other associated web-sites; OR (ii.) The price quoted in a separate written proposal prepared by LEARNTECH and submitted to the Customer; OR (iii.) The price quoted in a verbal discussion between the Customer and LEARNTECH and confirmed by a subsequent Order.The Customer will receive an invoice for Services provided by LEARNTECH plus any additional Services and any other charges or fees then due. Unless otherwise agreed in writing, payment in full of such invoiced amount is due upon receipt of the invoice. Should payment in full of any invoice not be received by LEARNTECH within 30 (thirty) days after the date of invoice, LEARNTECH may impose a debt service charge equal to one and one-half percent (1.5%) of the overdue balance (or such lesser amount as may be required by law) for each month or fraction thereof the overdue amount remains unpaid.In the event that any amount due to LEARNTECH remains unpaid 30 (thirty) days after presentation of an invoice to the Customer, LEARNTECH, in their sole discretion, may immediately terminate the Agreement, and/or withhold or suspend services. This may also include a notice on any web site maintained on behalf of the Customer that Services have been withheld for reason of non-payment. In the event that any amount due to LEARNTECH remains unpaid 90 (ninety) days after presentation of an invoice to the Customer, LEARNTECH reserve the right to sell, auction, transfer or otherwise dispose of any domain name registered by them on behalf of the Customer.All taxes, fees and governmental charges relating to the Services provided hereunder (other than income taxes of LEARNTECH) shall be paid by Customer. 6. REFUNDS - No refunds will be given to a Customer for Services agreed to be provided. 7. CONTENT & CUSTOMER RESPONSIBILITY - Where the Services relate to content creation or electronic conversion or publication by LEARNTECH, the Customer will be responsible for making available all agreed source material and will ultimately be responsible for proofing and checking any delivered content. Following acceptance by the Customer, LEARNTECH will not be responsible for any errors or omissions in converted or published material. LEARNTECH will exercise no control whatsoever over, nor have any responsibility or liability for the content of the information contained on web sites, e-mail or any other media provided by a Customer and hosted or passing through any computer network utilised by LEARNTECH. Furthermore, LEARNTECH shall make no effort to validate any information passing through its network for content, correctness, usability or for any other reason. 8. TRADEMARK ABUSE - Prior to requesting Domain Name Registration as part of the agreed Services, the Customer explicitly asserts that to the best of their knowledge, they are not abusing any trademark or any other statutes. If in doubt, the Customer should seek independent legal advice. In addition to the general indemnity provided under Section 11, the Customer specifically indemnifies LEARNTECH in respect of action arising out of any dispute between a trademark owner and a Customer. LEARNTECH cannot arbitrate between two disputing parties over a Domain Name and Customers are advised that procedures for disputes are already in place with the Internet naming authorities. 9. NO WARRANTY - The Customer agrees to use all Services and facilities provided by LEARNTECH and any information obtained through or from LEARNTECH at the Customer's own risk.The Customer acknowledges and understands that neither LEARNTECH, nor any of its partners, employees, representatives, agents or the like, warrant that the Services offered or provided hereunder will not be interrupted or be error free, nor do they make any warranty or representation as to the results that may be obtained from the use of the Service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Service, unless otherwise expressly stated in this Agreement. Where permitted by law, LEARNTECH specifically disclaims all warranties of any kind, including, without limitation, the warranty of merchantability and fitness for a particular purpose, whether expressed or implied, for the Service it is offering or providing hereunder.LEARNTECH reserve the right to utilise a range of third party Internet service providers and related services as part of the Services provided under this Agreement. LEARNTECH will not be responsible for any loss or damages caused by any failure of a third party provider. 10. LIMITED LIABILITY - Under no circumstances, including negligence, shall LEARNTECH, its partners, officers, agents or anyone else involved in creating, producing or distributing Services be liable to a Customer or any third party, for any claims, causes of action or direct, indirect, incidental, special, or consequential, trebled, or punitive damages, that result or have alleged to have resulted from the use of or inability to use the Service; or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorised access to LEARNTECH records, programs or services. LEARNTECH further shall have no responsibility whatsoever to the Customer or any third party for the accuracy or quality of information obtained through or in connection with its Services. Notwithstanding, the Customer's exclusive remedies for all damages, losses, costs or causes of actions from any and all claims, whether in contract, quasi-contract, statutory, delict including negligence, or otherwise, shall not exceed the aggregate amount which the Customer paid to LEARNTECH during the 12 (twelve) months immediately preceding the claim or the term of this Agreement, whichever is less. 11. INDEMNIFICATION - The Customer shall defend, indemnify, save and hold LEARNTECH harmless from any and all damages, demands, liabilities, losses, costs and claims, including, without limitation, reasonable legal fees, compensatory damages, punitive damages, trebled damages, and statutory damages (hereinafter "Liabilities") asserted against LEARNTECH, its partners, agents, customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by Customer, its agents, employees or assigns or any product distributed, offered or sold by Customer, its agents, employees or assigns.11. PROHIBITED USES - The customer shall not use, nor permit the use by any person of the Customer's Web space, e-mail or any part thereof, including any links to other Web space, in violation of LEARNTECH "Usage Policy" provided herewith. 12. TERMINATION - This Agreement may be terminated: (i.) By either party, without cause, by giving the other party 30 days prior written notice; (ii.) By LEARNTECH, at any time, upon 20 days prior notice if in the sole judgement of LEARNTECH, Customer breaches any material provision of this Agreement and has not cured same by the end of the 20 days; (iii.) By LEARNTECH in the event of non payment by the Customer as provided in Paragraph 3 above; and (iv.) By LEARNTECH, at any time, without notice, if, in LEARNTECH sole judgement, the Customer is in violation of any terms or conditions of the Usage Policy. If a domain name is transferred or cancelled for any reason before the end of the Initial Term, a fee of £50 (fifty pounds) will be charged by Learntech. The transfer or change of handle/tags will not take place until payment has been received in full. 13. USAGE POLICY - The customer acknowledges that they has received and reviewed a copy of the Usage Policy and that the terms of the Usage Policy are incorporated herein by reference. LEARNTECH reserves the right to amend this Service Agreement and the Usage Policy from time to time and the Customer shall be bound by any such amendments. The Customer shall have the obligation to periodically visit the LEARNTECH Web Site, (www.learntech.co.uk) to review its Usage Policy and to make certain the Customer is in full compliance therewith. In the event of any inconsistencies between this Agreement and the Usage Policy, the terms of the Usage Policy shall govern. 14. NOTICE - All notices must be sent either in writing or by email. All notices to LEARNTECH shall be delivered to its address stated above or its email address as provided. All notices to the Customer shall be delivered to its mailing address or email address as provided. The parties may change their respective address by notice delivered to the other party. 15. MISCELLANEOUS - This Agreement sets forth the entire agreement between LEARNTECH and the Customer with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. The Customer may not transfer or assign this Agreement without prior written consent from LEARNTECH. The laws of Scotland shall govern this Agreement and all claims concerning this Agreement shall be brought exclusively in courts located in Scotland. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defences concerning said forum. The Customer is deemed to have agreed to this Agreement, when commencing use of any of LEARNTECH's services. Standard Service Agreement - Last
Updated April 2004
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