These terms and
conditions are a necessary part of any transaction between Ceylinco Consolidated
(M) Sdn Bhd and our Clients. One thing they do not cover but imply is our
commitment to building genuine working relationships with all our partners and Clients
through a commitment to personal service and ethical trading.
“Ceylinco” is
used in this document to define any individual member or group of members who
may be collaborating on a project.
Note: The latest version of our terms
and conditions can always be found on our web site at
www.eceylinco.com/terms.php
In this document the following words
shall have the following meanings:
1.1 "Agreement" means these
Terms and Conditions together with the terms of any applicable Service
Specification;
1.2 "Client" means an
organization or person who purchases services from Ceylinco;
1.3 "Intellectual Property
Rights" means all patents, registered and unregistered designs, copyright,
trade marks, know-how and all other forms of intellectual property wherever in
the world enforceable;
1.4 "Service Specification"
means a statement of work, quotation or other similar document describing the
services to be provided by Ceylinco;
1.5 “Product and services” means the
solution provider, reseller product and services to be provided to Ceylinco;
1.6 “Reseller” means the solution
provider appointing Ceylinco to resell their product and services;
2. GENERAL
2.1 These Terms and Conditions shall
apply to all contracts for the supply of services by Ceylinco to the Client.
2.2 Before the commencement of the
services Ceylinco shall submit to the Client a Service Specification which
shall specify the services to be performed and the fees payable. The Client
shall notify Ceylinco immediately if the Client does not agree with the
contents of the Service Specification. All Service Specifications shall be
subject to these Terms and Conditions.
2.3 Ceylinco shall use all reasonable endeavors
to complete the services within estimated time frames but time shall not be of
the essence in the performance of any services.
3.1 The fees for the performance of
the services are as set out in the Service Specification. Ceylinco shall
invoice the Client for the services.
3.2 The terms of payment for web
development are 50% upon agreement of starting the project. Remaining 50% will
be collected once Client site is completely done & hosted.
3.3 The initial 50% payment is non
refundable.
3.4 All cheques should be made payable
to Ceylinco Consolidated (M) Sdn. Bhd.
3.5 The payment made is not to be used
for other services (domain renewal, web & email hosting renewal, other
renewals).
3.6 Once signed, this Letter of
Undertaking (LOU) is binding and cannot be terminated.
3.7 This term of contract/LOU is valid
for twelve (12) months from the date of signing this LOU.
3.8 There is no additional charge if Client
decides not to use Ceylinco Hosting service. However, if Client requires full
source code (artworks) from Ceylinco Consolidated (M) Sdn Bhd, there is an
additional charge of RM500.00.
3.9 The proposed quotation is valid
for 14 days from the date of issue.
3.10 Invoiced amounts shall be due and
payable within seven (7) days of receipt of invoice. The Ceylinco shall be
entitled to charge interest on overdue invoices from the date when payment
becomes due from day to day until the date of payment at a rate of five percent
(5%) per annum above the base rate of the Bank of Malaysia (Bank Negara). In
the event that the Client’s procedures require that an invoice be submitted
against a purchase order to payment, the Client shall be responsible for issuing
such purchase order before the services are rendered.
4.1 To enable Ceylinco to perform its
obligations under this Agreement the Client shall:
4.1.a Co-operate
with Ceylinco;
4.1.b Provide
Ceylinco with any information reasonably required by Ceylinco;
4.1.c Obtain
all necessary permissions and consents which may be required before the
commencement of the services; and
4.1.d Comply
with such other requirements as may be set out in the Service Specification or
otherwise agreed between the parties.
4.2 The Client shall be liable to
compensate Ceylinco for any expenses incurred by Ceylinco as a result of the Client’s
failure to comply with Clause 4.1.
4.3 Without prejudice to any other
rights to which Ceylinco may be entitled, in the event that the Client
unlawfully terminates or cancels the services agreed to in the Service
Specification, the Client shall be required to pay to Ceylinco as agreed
damages and not as a penalty the full amount of any third party costs to which Ceylinco
has committed and in respect of cancellations on less than five (5) working
days’ written notice the full amount of the services contracted for as set out
in the Service Specification, and the Client agrees this is a genuine
pre-estimate of the Ceylinco losses in such a case. For the avoidance of doubt,
the Client’s failure to comply with any obligations under Clause 4.1 shall be
deemed to be a cancellation of the services and subject to the payment of the
damages set out in this Clause.
4.4 In the event that the Client or
any third party, not being a sub-contractor of the Ceylinco, shall omit or
commit anything which prevents or delays Ceylinco from undertaking or complying
with any of its obligations under this Agreement, then the Ceylinco shall notify
the Client as soon as possible and:
4.4.a Ceylinco
shall have no liability in respect of any delay to the completion of any
project;
4.4.b if
applicable, the timetable for the project will be modified accordingly;
4.4.c Ceylinco
shall notify the Client at the same time if it intends to make any claim for
additional costs.
5.
ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time
mutually agree upon and execute new Service Specifications. Any alterations in
the scope of services to be provided under this Agreement shall be set out in
the Service Specification, which shall reflect the changed services and fees
and any other terms agreed between the parties.
5.2 The Client may at any time request
alterations to the Service Specification by notice in writing to Ceylinco. On
receipt of the request for alterations Ceylinco shall, within five (5) working
days or such other period as may be agreed between the parties, advice the Client
by notice in writing of the effect of such alterations, if any, on the fees and
any other terms already agreed between the parties.
5.3 Where Ceylinco gives written
notice to the Client agreeing to perform any alterations on terms different to
those already agreed between the parties, the Client shall, within five (5)
working days of receipt of such notice or such other period as may be agreed
between the parties, advise Ceylinco by notice in writing whether or not it
wishes the alterations to proceed.
5.4 Where Ceylinco gives written
notice to the Client agreeing to perform alterations on terms different to
those already agreed between the parties, and the Client confirms in writing
that it wishes the alterations to proceed on those terms, the Service
Specification shall be amended to reflect such alterations and thereafter Ceylinco
shall perform this Agreement upon the basis of such amended terms.
5.5 The client
agrees that changes required over and above the estimated work or required to
be carried out after acceptance of the draft design will be liable to a
separate charge.
5.6 The client
also agrees that Ceylinco holds no responsibility for any amendments made by
any third party, before or after a design is published.
DOMAIN
NAME
6.
REGISTRATION OF DOMAIN NAME
6.1 The Client agrees that all domain
names carry a contractual bond for a minimum of twelve (12) months on payment
of fees, agreed by both parties
6.2 The Client agrees that all domain
names are registered under the name of and as the property of Ceylinco until
all contractual fees have been paid in full.
6.3 The Client acknowledges that the
registration of the domain name will be dependent on the terms and conditions
of various naming authorities/registration agents. Ceylinco use the following
and can be found at the following URL’s:-
6.3.a For .com.my domains: refer to MYNIC domain site/terms
6.4 The Client agrees that Ceylinco are
not held accountable for errors made on the part of the naming
authorities/registration agents.
6.5 Ceylinco guarantee that should the
naming authorities/registration agents alter, the Clients will be notified
immediately via Ceylinco website.
6.6 The Client
acknowledges that s(he) cannot cancel any domain names
once registered. On completion of payment, ownership of the domain names will
be granted to the Client.
6.7 The
Client understands that on completion of the contractual bond set out in Clause
6.1, there is a pointing fee paid annually. If this fee or any other fees are
not received by Ceylinco, the Client understands that they have a seventy-two (72)
hour deadline before the deletion of the domain name.
6.8 Should
the domain name become ineffective, the Client agrees that Ceylinco shall not
be held responsible for the registration. However, in
the event of the domain name becoming unavailable during the registration and authorization
period, Ceylinco will propose a new domain name for registration. The new
domain name will not affect the present contractual agreements made and the Client
agrees that s (he) is still subject to the same fees and charges.
6.9 The
Client understands and agrees that Ceylinco has the right to cancel/suspend any
domain names without penalty or liability in the event of any legal issues or
disputes.
7.
RENEWAL OF DOMAIN REGISTRATION
7.1 Ceylinco
assures the Client that the best efforts will be made to renew all domain names
automatically after the twelve (12) month registration period; however the Client
acknowledges that Ceylinco will not be held accountable nor
liable for the failure to do so.
7.2 The
Client agrees that prior to the renewal of any domain names, the annual renewal
fee will be paid to Ceylinco.
7.3 The
Client understands that s(he) will be informed about
the renewal date.
7.4 The
Client agrees that to the non-payment of any annual or outstanding fees will
defer the registration/renewal of any domain names and that Ceylinco is not
obliged to make any refunds.
7.5 The
Client agrees that they are to provide thirty (30) days notice before the
cancellation of any domain names.
7.6 The
Client understands and agrees that Ceylinco are neither responsible nor liable for
any materials or content lost due to the Client’s non-payment of any annual or
outstanding fees.
7.7 As
stated in clause 6.8,
should the domain become ineffective, Ceylinco shall provide and register a new
domain name, with no refunds given.
7.8 The
Client may transfer any domain names to a
different ISP if they have provided at least one (1) months prior notice before
the next renewal payment and if their account has been settled and is not in
arrears. The Client agrees that failure provide this notice will result in binding
obligation to make payment of the renewal fee and release fee specified on Ceylinco’s
price list.
8.1 The Client acknowledges that should they request Ceylinco to host an existing domain name, they are fully responsible for the
transfer to the server on the day or after the start of any agreements made and
are solely responsible for any fees paid to other parties involved in
connection to the transfer. In order to affect the transfer the Client shall
request his/her existing ISP or any other relevant third party:-
8.1a in
the case of international TLD’s to replace the name servers, admin, technical
and billing contact with the relevant details received from Ceylinco.
8.2 Once
the Agreement has been cancelled or terminated, the Client has the right to
transfer any domain names to a third party server. The transfer is dependent on
a transfer form being completed and all fees being paid in full in accordance
to the Price List. All domain names cannot be permitted such transfer if
requested within sixty (60) days of the renewal date of the domain names.
8.3 The
Client acknowledges that Ceylinco will not be held accountable or liable for
any obstructions in the transfer and that all fees should be paid according to
the Agreement signed.
8.4 The
Client acknowledges that Ceylinco has the capability to hinder the release of
any domain names, should the Client be in breach of any agreements or payments,
or if the initial period has not yet expired.
8.5 The Client agrees
that they are fully responsible for the transfer of the website. Ceylinco will
not be held accountable or liable for the transfer of any existing sites hosted
within the appropriate domain names.
8.6 The
Client acknowledges that there may be a release fee or full payment of contract
when submitting transfer request form. This is sometimes demanded by an ISP and
is not the responsibility of Ceylinco.
8.7 The
Client agrees that should an ISP deny the release of a domain name, Ceylinco will
not be held accountable or liable and are not permitted to interfere with the
ordeal. Should Ceylinco choose to intervene, the Client understands that there
will be a domain name handling fee listed in the Price List. This fee is not
refundable should the transfer still be unsuccessful.
8.8 The
Client agrees that any payment already received for any services affected by
the unsuccessful transfer will not be refunded. Should this occur, Ceylinco will
offer a .com or .com.my or other domain name to replace the unsuccessful
transfer of the previous domain name.
8.9 Domain
name transfers, occurring within two (2) months of the renewal date, will take
longer than initial transfer requests.
8.10 All
transferred domain names will be registered to Ceylinco until all agreed fees
have been paid in full. The domain name may be transferred by the Client once
all contractual fees and duties have been completed.
9.1 Ceylinco shall
upon receiving payment as agreed between both the Client and Ceylinco
9.1a
provide a service for the relevant packages stated below:
·
Ecommerce Portal development
·
Web - Static and Dynamic package
·
Multimedia Presentation
·
Software Development
·
Marketing – Internet Search Marketing
Package
·
Graphic Design, Advertising, Video
Presentation
9.2 The services listed above are subject to the Client providing the relevant
content in order to complete service specification. If the Client fails to
provide Ceylinco with any information for the completion of any of these
services then Ceylinco reserves the right at its sole discretion to void all
services with no refunds issued.
10.
COPYRIGHTS AND TRADEMARKS
10.1 By supplying
text, images and other data to Ceylinco for inclusion in the client's project,
the client declares that it holds the appropriate copyright and/or trademark
permissions. The ownership of such materials will remain with the client, or
rightful copyright or trademark owner.
10.2 Any artwork,
images, or text supplied and/or designed by Ceylinco on behalf of the client,
will remain the property of Ceylinco and/or its suppliers.
10.3 The client
may request in writing from Ceylinco, the necessary permission to use materials
(for which Ceylinco holds the copyright) in forms other than for which it was
originally supplied, and Ceylinco may, at its discretion, grant this. Such
permission must be obtained in writing before it will allow any of the
aforesaid artwork, images, text, or other data to be used.
10.4 By supplying
images, text, or any other data to Ceylinco, the client grants Ceylinco
permission to use this material freely in the pursuit of the design.
10.5 Should Ceylinco,
or the client supply an image, text, audio clip or any other file for use in a
print item, exhibition, advertisement or any other medium believing it to be
copyright and royalty free, which subsequently emerges to have such copyright
or royalty usage limitations, the client will agree to allow Ceylinco to remove
and/or replace the file.
10.6 The client
agrees to fully indemnify and hold Ceylinco free from harm in any and all
claims resulting from the client in not having obtained all the required
copyright, and/or any other necessary permission.
11.
LICENSING
11.1 Any design,
copywriting, drawing, idea or code created for the client by Ceylinco, or any
of it's contractors, is licensed for use by the client
on a one-time only basis and may not be modified, re-used, or re-distributed in
any way or form without the express written consent of Ceylinco and any of it's
relevant sub-contractors.
11.2 All design
work- where there is a risk that another party make a claim, should be
registered by the client with the appropriate authorities prior to publishing
or first use or searches and legal advice sought as to its use. Ceylinco will
not be held responsible for any and all damages resulting from such claims. Ceylinco
is not responsible for any loss, or consequential loss, non-delivery of
products or services, of whatever cause. The client agrees not to hold Ceylinco
responsible for any such loss or damage. Any claim against Ceylinco shall be
limited to the relevant fee(s) paid by the client.
12.
DATA FORMATS
12.1 The client
agrees to Ceylinco's definition of acceptable means of supplying data to the
company.
12.3 Text is to
be supplied to Ceylinco in electronic format as standard text (.txt), MS Word
(.doc) on floppy disc, or CD-ROM, or via e-mail.
12.4 Images which
are supplied in an electronic format are to be provided in a format as
prescribed by Ceylinco via floppy disc, CD-ROM, or e-mail. Images must be of a
quality suitable for use without any subsequent image processing, and Ceylinco
will not be held responsible for any image quality which the client later deems
to be unacceptable. Ceylinco cannot be held responsible for the quality of any images
which the client wishes to be scanned from printed materials.
12.5 Additional
expenses may be incurred for any necessary action, including, but not limited
to, photography and art direction, photography searches, media conversion,
digital image processing, or data entry services.
13.
DESIGN PROJECT DURATION
Any indication
given by Ceylinco of a design project's duration is to be considered by the client
to be estimated. Ceylinco cannot be held responsible for any project over-runs,
whatever the cause. Estimated project duration should be deemed to be from the
date that cleared funds are received by Ceylinco for the initial payment.
The client agrees
to supply Ceylinco with all necessary materials, electronic, or otherwise,
required to create and complete the project, and to supply them in a timely
manner.
14.
DESIGN PROJECT COMPLETION
Ceylinco
considers the design project complete upon client’s website to be live, artwork
sent for printing, publishing, film work etc. Other services such as printing, film
work, website uploading, publishing etc either contracted on the client’s
behalf constitute a separate project and can be treated as a separate charge.
15.
DESIGN CREDITS
The client agrees
to allow Ceylinco to place a small credit on printed material exhibition
displays, advertisements and/or a link to Ceylinco's own website on the client’s
website. This will usually be in the form of a small logo or line of text
placed towards the bottom of the page.
The client also
agrees to allow Ceylinco to place websites and other designs, along with a link
to the client's site on Ceylinco's own website for demonstration purposes and
to use any designs in its own publicity.
16.
RESELLER TERMS AND CONDITIONS
16.1 Ceylinco has been appointed by a
few Resellers as an authorized reseller. As such, each reseller reserves the
right to review and amend the terms and conditions stated by them for the
reseller agreement between Ceylinco and the product and services.
16.2 Ceylinco will be in no state
reliable for any refund of payment due to any direct, indirect or consequential
damages, losses, liabilities, claims, costs or expenses or any kind, including
but not limited to any economic loss or other loss of profits, business and
goodwill between the Client and the reseller’s product and services.
17.
INTERNET SEARCH MARKETING
17.1 All Internet search marketing
items are to follow individual’s search marketing terms.
17.2 Ceylinco will be in no state
reliable for any refund of payment due to any direct, indirect or consequential
damages, losses, liabilities, claims, costs or expenses or any kind, including
but not limited to any economic loss or other loss of profits, business and
goodwill between the Client and the internet search marketing’s product and
services.
18.
BANDWIDTH
18.1 Ceylinco reserves the right to change
both the transfer limits and prices at any time without notice.
18.2 Ceylinco web packages include
unlimited bandwidth under a fair usage policy. This policy has been designed to
ensure that we are able to provide Clients with an unlimited amount of
bandwidth dependent upon the package they use. Clients who are found to abusing
this policy may have their service discontinued. Abuse of policy will be
considered if a Client is found to be overusing bandwidth resources.
19.
WEB & EMAIL HOSTING
19.1
Description of Services. Ceylinco’s facilities allow you to send and receive
electronic mail via the internet and publish website(s) on the World Wide Web.
The
Client must:
·
provide all equipment, including a computer
and modem necessary to establish a connection to the internet;
·
provide
for the Client’s own connection to the internet and pay any telephone service
fees associated with such connection.
19.2 Ceylinco’s sole discretion, will determine whether or not the Client
conduct is consistent with this Agreement and any Ceylinco operating rules or
policies and may terminate the Client’s mail service if the Client conduct is
found to be inconsistent with this Agreement or such rules or policies.
19.3 Ceylinco POP3 email facilities
allow the Client to store email messages on Ceylinco servers. To receive this
email the Client must connect to the internet and use suitable POP3 software
(e.g. Microsoft Outlook Express), which the Client may have to purchase if necessary.
Ceylinco has no obligation to provide such or recommend such software.
19.4 In order to use the email and web
services, we must host the Client’s domain name records. If Client transfer the
Client’s domain name records to a third party in conjunction with a live web
site or for any other reason or allow the Client’s domain name registration to
expire, the Client will no longer be able to use the email and web services. Ceylinco
will not refund the fees to Client paid for Ceylinco web or email services if Client
elect to transfer the Client’s domain name record to a third party.
19.5 We make no representation and
give no warranty as to the accuracy or quality of information received by any
person via the Server and we shall have no liability for any loss or damage to
any data stored on the Server.
19.6 The Client represent, undertake
and warrant to Ceylinco that the Client will use the website allocated to Client’s
only for lawful purposes. In particular, the Client represent, warrant and
undertake to Ceylinco that Client will not use the Server in any manner which
infringes any law or regulation or which infringes the rights of any third
party, nor will you authorize or permit any other person to do so.
18.7 The Client will not post, link to
or transmit:
·
Any material which is unlawful,
threatening, abusive, malicious, defamatory, obscene, pornographic,
blasphemous, profane or otherwise objectionable in any way.
·
Any material containing a virus or
other hostile computer program.
·
Any material which constitutes, or
encourages the commission of, a criminal offence or which infringes any patent,
trade mark, design right, copyright or any other intellectual property right or
similar rights of any person which may subsist under the laws of any
jurisdiction.
19.8 Any material which is unlawful,
threatening, abusive, malicious, defamatory, obscene, pornographic,
blasphemous, profane or otherwise objectionable in any way.
19.9 Any material containing a virus
or other hostile computer program.
19.10 Any material which constitutes,
or encourages the commission of, a criminal offence or which infringes any
patent, trade mark, design right, copyright or any other intellectual property
right or similar rights of any person which may subsist under the laws of any jurisdiction.
19.11 The Client shall keep secure any
identification, password and other confidential information relating to the
Client’s account and shall notify us immediately of any known or suspected unauthorized
use of the Client’s account or breach of security, including loss, theft or unauthorized
disclosure of the Client’s password or other security information.
19.12 The Client shall observe the procedure
which Ceylinco may from time to time prescribe and shall make no use of the
Server which is detrimental to Ceylinco’s other Clients.
19.13 In the case of an individual
User, the Client warrant that the Client are at least 18 years of age and if
the User is a company, the Client warrant that the Services will not be used by
anyone under the age of 18 years.
19.14 While we will use every
reasonable endeavor to ensure the integrity and security of the Server, we do
not guarantee that the Server will be free from unauthorized users or hackers
and we shall be under no liability for non-receipt or misrouting of email or
for any other failure of email.
19.15 Ceylinco email forwarding
services are free of charge and should not be relied on for business purposes
or for any purposes where a failure of such services would result in loss or
damage of any kind.
19.16 Pornography and sex-related
merchandising are PROHIBITED on any Ceylinco server.
19.17 Spamming, or the sending of
unsolicited email, from any Ceylinco server or using an email address that is
maintained on the Ceylinco servers is STRICTLY PROHIBITED.
19.18 If we identify a mailbox or
domain that is causing problems, we will remove the offending mailbox or change
the settings to resolve the issue. In extreme cases we will disable or suspend
service. Common issues that may cause this action to be taken are:
·
Mailboxes receiving large volumes of
undeliverable email.
·
Mailboxes where forwarders are set to
other mailboxes where mail cannot be delivered.
·
Where mailboxes have forwarders or auto
responders that generate circular mail loops.
19.19 Where large amounts of email are
being sent in any given “send/receive” instance, Ceylinco reserves the right to
stop the mail and take action. We will send warnings and contact the Client
should this occur. The result may be closure of account, suspension of service or
a charge may be applied. The Client should be willing to accept these outcomes.
20.
NETWORK CONNECTIVITY
20.1 Any access to other networks
through the Services must comply with the rules appropriate for those other
networks.
20.2 The turnaround time to respond if
the website & email service, and content management system is down will be
two (2) to four (4) hours in the working day. In addition to that, any
technical problem e.g. broadband backbone down, system failure, natural
disaster from Telco’s Malaysia is subject to technical recovering time from the
Telco’s Malaysia.
20.3 Ceylinco makes no representation
and gives no warranty as to the accuracy or quality of information received by
any person via the Services.
21.
SUPPORT & MAINTENANCE SERVICES
21.1 Ceylinco will endeavor to apply
security patches or take mitigating action such as blocking certain network
traffic to maintain the integrity of the Server when Ceylinco are made aware of
security vulnerability in Software installed as standard which Ceylinco deem a
threat considering the intended use of the Services for web site hosting.
However we do not warrant that the
Software will be free from defects or vulnerabilities nor that the Server will
be free from unauthorized users or hackers.
21.2 Ceylinco is not obliged to
install onto the Server any additional software for the Client or modify the
configuration of existing software from its default. The Client acknowledges
that should Ceylinco agree to do so, a charge may be made to cover employee time.
21.3 Ceylinco provides technical
support relating to the Server and Software physically functioning. Ceylinco do
not offer technical support for application specific issues such as CGI
programming, HTML or any other such issue that does is not configured by
Ceylinco.
21.4 Our obligation to provide support
and management services will not extend to:
·
Software or systems not installed as
standard by Ceylinco.
·
Software or systems configured or
modified by the Client other than through the provided web based control panel.
·
Correction of faults arising from the
Client failure to comply with instructions or recommendations provided by Ceylinco
directly or through documentation and manuals.
·
Rectification of lost or corrupted
data.
21.5 Ceylinco may at any time and from
time to time improve, correct or otherwise modify all or any of the Services
(including substituting Software and/or Server with software or equipment of
similar specification) provided that such modification does not materially
affect provision of the Services to the Client. Ceylinco will endeavor to give
you reasonable notice of any such modification, where this is reasonably
practicable.
22.1 The Databases Service is a
prepaid service and the database will not be transferred until the Client has
made full and complete payment.
22.2 The licensee shall at all times
be an independent contractor. It shall have no authority to: act as agent in
any way for Ceylinco; represent Ceylinco in any manner not expressly permitted
by this agreement; pledge Ceylinco credit; contract any rights and liabilities
on Ceylinco behalf; and it will not in any way hold itself out as having such
authority.
22.3 Client agrees to indemnify Ceylinco
in full upon demand in respect of all costs, claims, demands or expenses
incurred or suffered by Ceylinco as a result of any unauthorized copying,
re-use, re-sale, disclosure or any other unauthorized use of the data while in the
Client’s possession.
22.4 All intellectual property rights,
including copyright, database rights or any such other rights relating to the
data shall remain exclusive property of Ceylinco.
22.5 Ceylinco shall have no liability
to the licensee or any third party, including Clients, for any error or
omission in compiling the data, unless caused directly by Ceylinco’s gross
negligence or willful misconduct.
23.1 Ceylinco warrants that the
services performed under this Agreement shall be performed using reasonable
skill and care, and of a quality conforming to generally accepted industry
standards and practices.
23.2 Without prejudice to Clause 6.1,
and except as expressly stated in this Agreement, all warranties whether
express or implied, by operation of law or otherwise, are hereby excluded in
relation to the services to be provided by Ceylinco.
24.1 The Client shall indemnify Ceylinco
in full upon demand against all claims, costs and expenses which Ceylinco may
incur and which may arise, directly or indirectly, from the Client’s breach of
any of its obligations under this Agreement, including any claims brought
against Ceylinco alleging that any services provided by Ceylinco in accordance
with the Service Specification infringes a patent, copyright or trade secret or
other similar right of a third party.
25.1 Except in respect of death or
personal injury due to negligence for which no limit applies, the entire
liability of Ceylinco to the Client in respect of any claim whatsoever or
breach of this Agreement, whether or not arising out of negligence, shall be
limited to the fees paid by the Client to which the claim relates.
25.2 In no event shall Ceylinco be
liable to the Client for any loss of business, loss of opportunity or loss of
profits or for any other indirect or consequential loss or damage whatsoever.
This shall apply even where such a loss was reasonably foreseeable or Ceylinco
had been made aware of the possibility of the Client incurring such a loss.
25.3 Nothing in these Terms and
Conditions shall exclude or limit Ceylinco’s liability for death or personal
injury resulting from Ceylinco’s negligence or that of its employees, agents or
sub-contractors.
Either party may terminate this
Agreement forthwith by notice in writing to the other if:
26.1 the other party commits a
material breach of this Agreement and, in the case of a breach capable of being
remedied, fails to remedy it within thirty (30) calendar days of being given
written notice from the other party to do so;
26.2 the other party commits a
material breach of this Agreement which cannot be remedied under any
circumstances;