Terms and Conditions
This Schedule A, General Terms and Conditions (“General Terms and Conditions”), contains the general terms and conditions governing the relationship between the parties as part of any related Service Agreement. As soon as any form of acceptance has been received the terms and conditions becomes binding between the two parties unless otherwise agreed in writing.
Customer shall compensate the the Seller for the Services in accordance with the terms and payment schedule set forth on each Service Agreement. Customer shall make payments to the Seller in accordance with such payment schedule. The seller shall provide the customer with an accurate invoice showing the Services rendered Customer shall also pay any sales, use, value-added, or other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Services. Late payments shall accrue interest at the rate of 5 percent (5%) per month, or the maximum rate allowed by applicable law, whichever is higher.
During the term of each Service Agreement, the Seller shall provide the Customer with the Services agreed upon on such Service Agreement. The Services shall be provided by the Seller in accordance with the timeline, if any, set forth on such Agreement. Except as otherwise provided on a Service Agreement, the Customer shall be responsible for providing the seller with the necessary information and access to the Customer’s facility as are necessary for the Seller to render the Services. Except as otherwise provided on a Service Agreement, Customers shall be responsible for the application, operation, maintenance and support of its systems, hardware and software and all components thereof including, but not limited to, the implementation of appropriate procedures, training and safeguards and routine backups. The seller cannot be held liable for any legal or financial actions or loss to the customer as a result of his/her services as Labour Life is merely assisting the customer with his/her requirements. The onus to ensure that the application from Labour Life is done correctly still remains the responsibility of the customer. From time to time, the Customer may request that the Seller provide additional or amended Services not covered by an existing Service Agreement, and the parties hereto may, but are not required to, agree to a change order for Services either by amending an existing Service Agreement or by entering into a new Service Agreement. Such change order, if executed, will specify the Services to be provided by Seller and terms for such Services, including, but not limited to, price terms.
The term of each Service Agreement shall begin as of the Effective Date of such Service Agreement. Should the agreement be cancelled within the first year the customer will be liable to pay an early cancellation fee equal to 75% of an average calculation of the past 3 months’(or closes there to) invoices multiply by the remainder of a twelve months subscription service agreement. Should the service agreement complete its one-year contract, the term of each Service Agreement shall thereafter automatically extend on a month to month basis, until the Service Agreement is terminated by either party by written notice of termination at least ninety (90) days prior to the monthly expiration of such term. Should the next installment date be before a full completed ninety (90) days’ notice, the notice will not take effect in that month, but will be extended to the next month to ensure that a full ninety (90) days’ notice is served. The customer will be liable for the additional months’ fee.
To the extent that any products or materials are to be installed by the Seller, the Seller shall install such products or materials as specified on a Service Agreement. Installation dates are estimates only. Customer shall be responsible for preparation and maintenance of the site for such installation, including, but not limited to, providing necessary electrical power and communication line.
Limitation of Liability
In no event shall the seller be liable to customer, any employee, agent or contractor of customer, or any third party, for any loss of profits, legal action, loss of business, or indirect, incidental, special, consequential, exemplary or punitive damages arising out of or related to any service agreement or these general terms and conditions.
The Seller makes no warranties of any kind, unless otherwise stipulated, expressed or implied regarding the functionality of hardware or software, but instead relies on the warranties provided by the manufacturer of each product, except as expressly stated in any service agreement/s or these general terms and conditions, the seller does not make, and hereby disclaims, any and all express or implied warranties, including, but not limited to, warranties of merchant ability, fitness for a particular purpose, no infringement and title, and any warranties arising from a course of dealing, usage or trade practice Seller hereby warrants that any products or materials to be installed by the Seller under any Service Agreement shall be performed or installed by the Seller in a workmanlike manner, consistent with generally prevailing industry standards for comparable services, and in compliance with the requirements of such Service Agreement.
The parties hereto may terminate any Service Agreement, and their respective obligations under such Service Agreement, as follows: (1) by mutual, written consent of the parties hereto; (2) by the Seller, if Customer fails to pay to Seller any payments under any Service Agreement when due, as contemplated by such Service Agreement; (3) by any party hereto upon (30) days written notice if the other party hereto materially breaches any term of any Service Agreement or these General Terms and Conditions (take note of early cancellation clause under terms). (4) by the Seller, with or without cause, upon (30) days’ written notice of intent to terminate to the Customer.
All notices, demands and communications required or permitted in connection with each Service Agreement shall be in writing and shall be deemed effectively given in all respects upon personal delivery, fax , e-mail or, if mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt of which is confirmed, addressed to the party hereto at the address set forth in the first paragraph of such Service Agreement (or such other address for a party as shall hereafter be specified by like notice). Either party hereto may from time to time change its notification address by giving the other party hereto prior written notice of the new address and the effective date thereof.
Relationship of the Parties
Neither any Service Agreement nor these General Terms and Conditions shall create, nor shall be represented by either party hereto to create, a partnership, joint venture, employer- employee, master-servant, principal-agent, or other relationship whatsoever between the parties hereto.
Neither party hereto shall be deemed in default of any Service Agreement or these General Terms and Conditions to the extent that performance of its obligations (other than an obligation of payment) or attempts to cure any breach are delayed or prevented by reason of any natural act such as, fire, natural disaster, accident, civil disturbance, terrorism, acts or omissions of suppliers and other third parties, act of government, strikes, unavailability of material, facilities, telecommunications services or supplies or any other cause beyond the reasonable control of such party (each, a “Force Majeure Event”).
Modification or Waiver
The parties hereto may, by mutual agreement, amend any provision of any Service Agreement or these General Terms and Conditions, and any party hereto may grant consent to waive any right to which it is entitled under any Service Agreement or these General Terms and Conditions or any condition to its obligations under any Service Agreement or these General Terms and Conditions, provided that each such amendment, consent or waiver shall be in writing.
Each Service Agreement and these General Terms and Conditions shall be governed by and construed in accordance with the law. The parties hereto consent to submit to the jurisdiction of the Courts of the State for any actions, suits or proceedings arising out of or relating to each any Service Agreement or these General Terms and Conditions.
These General Terms and Conditions and each Service Agreement and other attachments thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matter.