2020 038 RESOLUTION - Laserfiche WebLink

Home Browse Search

set-off, deduction or other withholding. All Contract Fees are non -cancellable and non-refundable except. Annual Fees may be adjusted from time to time in accordance with Civica's then -current policies. 12.3 Where services are provided on a time and materials basis they will be at the rates current at the time of provision of the service. Where specific daily rates are quoted, these are only valid for 6 months following the date of signing this Contract (or any later date noted in Schedule 2). Unless otherwise stated in Schedule 2, invoices for work carried out on a time and materials basis will be raised monthly in arrears based on time actually worked on the chargeable activities covered by this Contract (as recorded by Civica staff on Civica's internal systems). 12.4 Any Service provided outside of a Working Day will be chargeable at the then current time and materials rates plus 50%. 12.5 If the provision of the Implementation Services is cancelled, suspended or deferred under Clause 6.4 Civica will: 12.5.1 be entitled to payment by Customer for all work done up to such deferment cancellation or suspension (including payment of the Initial Licence Fees); and 12.5.2 where able redeploy such staff but in the event the days cannot be re -assigned Civica may charge for these. The rates chargeable for cancellation or deferment where there is: (i) less than 48 hours' notice is 100% per day; (ii) less than 7 days' notice is 75% per day; and (iii) more than 7 days' notice is 50% per day; together with any expenses already incurred or non- refundable e.g. train or air fares. 12.6 In the event live use of any Software is delayed by Customer, for 2 months or more after acceptance occurs, then Civica reserves the right to invoice the relevant Fees to Customer for payment. Any costs incurred by Civica as a result of Customer deferring the Software or Services under this Contract e.g. Product charges, will be invoiced on such notice of deferment. Where Civica is able without liability to defer such orders for Products it will do so. 12.7 Civica may increase its Fees in line with the then current prices of Civica and its suppliers, as follows: 12.7.1 except for third party costs, the percentage increase may be applied not more than once per Year or as otherwise agreed in Schedule 2 and shall not exceed the percentage of annual Consumer Price Index increase as published by the U.S. Bureau of Labor Statistics; and 12.7.2 in respect of third party costs over which Civica has no control (for example energy; Microsoft licences or other third party licensing; charges) the percentage increase shall match the increase applied by the third party, as detailed in Clause 12.8. 12.8 Civica may increase the charges at any time to take into account third party costs, over which Civica has no control (for example energy; Microsoft licences or other third party licensing; charges) and apply the increase to the charges to match the increase applied by such third party, in respect of that element of the charges. Civica may not apply such increase retrospectively and will not pass on such increase to Customer where the increase is less than 3% of the third party element. Upon request, Civica shall provide evidence of such increase applied by the third party. 12.9 All daily prices referred to in this Contract are inclusive of transport, travel, subsistence or out of pocket expenses incurred by Civica in carrying out the Services unless otherwise shown in Schedule 2. 12.10 Any undisputed amount due hereunder and not received by Civica by the applicable due date shall bear an additional charge of one and an half percent (1.5%) per month (or the maximum rate permissible under applicable law, if less than the foregoing) from the date due until paid. Civica shall be entitled to reimbursement of reasonable collection costs and attorneys' fees in the event Civica retains a collection firm or legal counsel due to Customer's non-payment of fees. 13. Limits of Liability 13.1 Neither party excludes or limits liability to the other party for: 13.1.1 death or personal injury arising from its negligence; or 13.1.2 fraud or fraudulent misrepresentation; or 13.1.3 to the extent such limitation or exclusion is unlawful. 13.2 Notwithstanding anything to the contrary in this Contract, but subject to Clause 13.1 neither Civica nor Customer shall be liable to the other for any of the following (whether or not the party being Mayfield Village - August 2020 Contract Terms & Conditions docx Commercial in Confidence Page 9 of 19