User’s Guide – version 1.6 | NetWatch |
Appendix 1 to End User License
Terms and Conditions for Fluke Support and Maintenance Service
1.Definitions
1.1In this Agreement and in the Schedules hereto, save where the context so admits or requires, the following definitions shall have the following meanings:
“Intellectual Property Rights” includes, without limitation, copyrights, discoveries, concepts, domain names, patents, secret processes, database rights, technologies, know how, inventions, ideas, improvements, information, trade secrets, all copyright works, business methods, logos, designs, trademarks, service marks, topography and
“License Agreement” means the product License agreement under the terms of which the Product is licensed to You and which is entered into simultaneously with this Agreement.
“Retail Prices Index” means that the Consumer Price Index as published monthly by the Central Statistics Office or Ireland or any of its successors.
“Support Charges” shall mean the applicable annual support fee as published in Fluke’s price list. “Support Hours” means those hours specified in the Schedule during which Fluke shall provide the Support Services described in this Agreement.
“Support Services” shall mean the maintenance and support services provided by Fluke under the terms of this Agreement as detailed in the Schedule.
"Working Day" means any day other than Saturday or Sunday or a bank or a public holiday in Ireland. Capitalized terms which are not defined herein shall have same meaning as under the License Agreement.
1.2In the event of any inconsistency between the Schedule and any terms or provisions of any clause contained in this Agreement, the terms or provisions in the clause of the Agreement shall prevail.
1.3Words in the singular shall include the plural and vice versa where the context so admits or requires and words importing one gender include every other gender.
1.4The headings in this Agreement are for ease of reference only and do not form part of the contents of this Agreement and shall not affect its interpretation.
1.5Save as provided for elsewhere in this Agreement, this Agreement including the Schedule represents the entire of the understanding of the parties concerning the subject matter hereof, viz, the provision of support and maintenance services by Fluke to You, and overrides and supersedes all prior promises, representations, understandings, arrangements, agreements, letters of intent or heads of agreement concerning the same which are hereby revoked by mutual consent of the parties.
1.6No alterations to these terms and conditions shall be effective unless contained in a written document made subsequent to the date of the terms and conditions signed by the parties which are expressly stated to amend the terms and conditions of this Agreement.
1.7The contents of the Schedule form an integral part of this Agreement and shall have as full effect as if it were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” used in the Schedule shall mean this Agreement and any reference to “this Agreement” shall be deemed to include the Schedule.
2.Support Services
2.1In consideration of the payment by You of the Support Charges, Fluke agrees to provide the Support
Services.
3.Support Charges
3.1You shall pay the Support Charges to Fluke annually in advance. The Support Charges shall be paid within 30 days after receipt of Fluke’s invoice thereof. No Support Services will be provided until payment in full has been received by Fluke. In the event of late payment, interest shall be charged at the rate of interest referred to in the European Communities (Late Payment in Commercial Transactions) Regulations 2002, from the date of invoice until the date of actual payment, such interest to accrue daily and both before and after judgement.
3.2The Support Charges (including the charges for support outside of the Support Hours) may at Fluke’s sole discretion be increased annually in accordance with the annual increase in the Retail Prices Index.
3.3The Support Charges payable under the terms of this Agreement are related to the Support Services specified in Schedule 2. Additional support is subject to Fluke’s then standard rates.
3.4All Support Charges referred to in this Agreement are exclusive and net of any taxes, duties or such other additional sums which shall be paid by You including, but without prejudice to the generality of the
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