Planet Infotech Terms and Conditions for IT Support & Software Development
Updated August 2020
These Conditions apply to and govern the supply of IT Solution or Servicess by PLANET INFOTECH a company incorporated in INDIA and whose registered office is at Orange City, Nagpur.
1.1 In these Conditions the following words have the following meanings:
means these terms and Conditions; the Contract an agreement for the purchase of Goods and/or Services by the Customer from PLANET INFOTECH, Nagpur.
means the person, company or organisation ordering the Goods and/or Services from PLANET INFOTECH under the Contract;
Intellectual Property Rights
means patents, copyright, registered and unregistered design rights, utility models, trade marks (whether or not registered), database rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register such rights;
a formal quotation using a standard template or informal written email issued by PLANET INFOTECH specifying the cost of the Goods and/or Services and incorporating these terms by reference;
Service Desk Ticket
A unique ticket generated on PLANET INFOTECH Service Desk system which is provided with a unique number and summarize the requirements or request from the customer and details of services and time taken by PLANET INFOTECH in order to deliver those requirements or request;
means the supply of hardware, services and or software from Planet Infotech Company;
Means the supply of a service(s) that does not constitute the term Goods. Services provided by PLANET INFOTECH may include a variety of different service types which may be solely or partly delivered by a third party vendor (such vendors are referred to in this agreement as a “Third Party vendor” and their services referred to as “Third Party Vendor Services”;
Means the supply of ongoing-services on a basis where the supply of those services is not considered as single/one-time request and would normally be considered as a longer-term / ongoing supply of those services. Services provided by PLANET INFOTECH may include a variety of different service types which may be solely or partly delivered by a third party vendor (such vendors are referred to in this agreement as a “Third Party vendor” and their services referred to as “Third Party Vendor Services”;
1.2 The headings in these Conditions are for ease of reference only; they do not affect the interpretation or construction of these Conditions.
1.3 Any typographical, clerical or other error or omission in any sales literature, price list, Quotation, acceptance of offer, invoice or other document or information issued by PLANET INFOTECH shall be subject to correction without any liability on the part of PLANET INFOTECH
2 Contract Formation
2.1 These Conditions will govern the provision of Goods and/or Services to the exclusion of all other terms and Conditions (including any terms or Conditions which the Customer purports to apply under any purchase order, confirmation order, specification or other document) except where any special terms and Conditions are included in a Quotation, a specific contract or agreed in writing by PLANET INFOTECH
2.2 Following a request from a prospective Customer to provide the Goods and/or Services, PLANET INFOTECH will usually issue a Quotation to that Customer either formally in a standard sales order document or informally in a written email for those Services with the Customer. That Quotation is open to acceptance by the prospective Customer for 30 days after its date.
2.3 If the Customer accepts the Quotation within that 30 day period, the Contract between the Customer and PLANET INFOTECH will be formed for the supply of the Goods and/or Services and that Contract will be subject to these Conditions.
2.4 A customer may engage PLANET INFOTECH to supply Ongoing–Services where the issuing of a Quotation for each Service Desk Request would be considered impractical. In such engagement PLANET INFOTECH, Nagpur will issue a Quotation to that Customer either formally in a standard sales order document or informally in a written email for those Ongoing-Services with the Customer. If a Customer accepts the Quotation the Ongoing-Services the Contract is deemed to have been formulated and each request will be managed within PLANET INFOTECH, Nagpur Service Desk and additional Terms will be applied under Condition 4 of this Agreement.
2.5 If the Customer asks PLANET INFOTECH, Nagpur to proceed to supply any of the Goods and/or Services listed in a Quotation or in any contract; gives PLANET INFOTECH, Nagpur instructions for any Goods and/or Services; or issues any purchase order for any Goods and/or services, the Customer will be deemed to have accepted PLANET INFOTECH, Nagpur Quotation.
2.6 If a prospective Customer does not accept PLANET INFOTECH, Nagpur quotation within that 30 day period, but later purports to accept it, the purported acceptance will be an offer to treat. If a prospective Customer places an order withPLANET INFOTECH, Nagpur without PLANET INFOTECH, Nagpur first having issued a Quotation, that order will be an offer to treat. In either of those circumstances a contract will only come into existence if and when PLANET INFOTECH, Nagpur accepts the Customer’s offer. PLANET INFOTECH, Nagpur may decline the Customer’s offer as PLANET INFOTECH, Nagpur sees fit.
2.7 PLANET INFOTECH, Nagpur may revise these Conditions at any time by publishing new or revised Conditions on its website. If a Quotation is accepted by the Customer after the new or revised Conditions have been published on PLANET INFOTECH, Nagpur website www.planetinfotech.net, those new or revised Conditions will apply to the supply of those Goods and/or Services.
2.8 If there is any conflict or inconsistency between these Conditions and any Quotation or Contract, the Quotation and Contract will prevail. If there is any inconsistency between these Conditions and any content on PLANET INFOTECH, Nagpur website, these Conditions will prevail.
3.1 The quantity and description of the Goods shall be as set out within the quotation provided by PLANET INFOTECH, Nagpur
3.2 Delivery of the Goods shall be made to the Customer address. The Customer shall make all arrangements necessary to take delivery of the Goods on the day notified by PLANET INFOTECH, Nagpur for delivery.
3.3 PLANET INFOTECH, Nagpur undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
3.4 PLANET INFOTECH, Nagpur shall not be liable to the Customer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Customer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
3.5 If the Customer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, PLANET INFOTECH, Nagpur shall be entitled to store and insure the Goods and to charge the Customer the reasonable costs of so doing.
3.6 PLANET INFOTECH, Nagpur warrants that the Goods will at the time of delivery correspond to the description set out within the quotation and of which the customer has agreed to by confirming the order.
3.7 The Customer shall be deemed to have accepted the Goods [72 hours] after delivery to the Customer.
3.8 The Customer shall carry out a thorough inspection of the Goods within [48 hours] of delivery and shall give written notification to PLANET INFOTECH, Nagpur within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
3.9 Where the Customer has accepted, or has been deemed to have accepted, the Goods the Customer shall not be entitled to reject Goods which are not in accordance with the contract.
3.10 Risk shall pass on delivery of the Goods to the Customers address.
3.11 Notwithstanding the earlier passing of risk, title in the Goods shall remain with PLANET INFOTECH, Nagpur and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.
3.12 Until title passes the Customer shall hold the Goods as bailee for PLANET INFOTECH, Nagpur and shall store or mark them so that they can at all times be identified as the property of PLANET INFOTECH, Nagpur
3.13 PLANET INFOTECH, Nagpur may at any time before title passes and without any liability to the Customer: (a) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customers right to use, sell or otherwise deal in them; and (b) for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.
3.14 PLANET INFOTECH, Nagpur may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
4.1 PLANET INFOTECH, will use reasonable endeavours to carry out the Services with reasonable skill and care and to industry best practise. PLANET INFOTECH, Nagpur will endeavour to complete the Services by any Estimated Completion Date agreed with the customer, but any such Estimated Completion Date is an estimate only, and PLANET INFOTECH, Nagpur will not be liable for any delay or failure to deliver or perform in accordance with an Estimated Completion Date.
4.2 Any delay by the Customer caused by the customer in allowing PLANET INFOTECH, to complete the services by any Estimated Completion Date agreed or in paying any Fees to PLANET INFOTECH will give PLANET INFOTECH the right to delay delivery of those Services by a reasonable amount of time taking into account the delay by the Customer and the availability of PLANET INFOTECH’s resources.
4.3 Once the Services have been completed PLANET INFOTECH will confirm with the customer the delivery and acceptance of those services before closing the Service Desk Ticket allocated to that particular request.
4.4 The closing of a Service Desk Ticket by PLANET INFOTECH is confirmation that a service requested by the customer has been completed and an invoice will be created requesting payment for those services provided.
4.5 Should a customer feel that a particular service request has not been completed to an acceptable standard the customer can within 5 working days re-open a Service Desk Ticket. PLANET INFOTECH will in an acceptable time limit respond to the customer and inform them upfront of any additional fees that may be incurred to complete that request to the acceptable standard.
4.6 As part of a service provided to you by PLANET INFOTECH you may be allowed to use certain software (including related documentation) provided by third party licencors. This software is neither sold nor distributed to you and you may use it solely as part of the services provided to you under agreement and subject to PLANET INFOTECH terms of service and any terms of service as made by the third party vendor including, but not limited to, warranties (if any), ownership of intellectual property and permitted use. You may not transfer such software outside the PLANET INFOTECHT service without specific authorization to do so.
4.7 Additional terms and conditions for PLANET INFOTECH may apply for some services provided by PLANET INFOTECH and will be supplied on the initial application / order form for the service concerned. This are primarily for the PLANET INFOTECH Connectivity services and with a link to those terms and conditions provided (Contract Terms of and Conditions – Ethernet Services and Contract Terms and Conditions – Telephony Services)
5 Payment – Goods
5.1 The Customer will pay the Fees. Unless otherwise agreed in writing, payment of all invoices will be made by the Customer to PLANET INFOTECH in full in Indian Rupees as invoiced, on the delivery of the requested goods.
5.2 All prices are exclusive of VAT unless otherwise stated and the Customer will pay any and all tax duties and other government charges payable in respect of the goods in accordance with Maharashtra Tax legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Services to the Customer and its export and import into any territory.
5.3 In the event of late payment by the Customer PLANET INFOTECH will be entitled, without limiting any other rights and remedies it may have: (a) suspend any services and/or cancel any of its outstanding obligations under the Contract (b) pass on any legal costs in relation to the recovery of overdue accounts; and (c) charge interest on any outstanding amount accruing from time to time at the rate of 4% per annual above the base rate from time to time of the Central Bank Of India or the amount prescribed in the Late Payment of Commercial Debts (Interest) Act 1998 (whichever is greater) from the due date until the outstanding amount is paid in full.
5.4 The Customer will have no right to set off any amounts owing to it by PLANET INFOTECH against unpaid invoices due to PLANET INFOTECH
5.5 PLANET INFOTECH shall have the right for reasonable cause to withdraw or refuse credit facilities or to require from the Customer cash on or before delivery or security for payment and to withhold delivery until such requirement is complied with.
5.6 Any claim or query by the Customer in respect of the invoice must be notified to PLANET INFOTECH by the Customer within the period of 7 Days only.
6 Payment – Services
6.1 The Customer will pay the Fees. Unless otherwise agreed in writing, payment of all invoices will be made by the Customer to PLANET INFOTECH in full in Indian Rupees as invoiced, no later than thirty (15) days from the date of an invoice.
6.2 All prices are exclusive of VAT unless otherwise stated and the Customer will pay any and all tax duties and other government charges payable in respect of the goods in accordance with Maharashtra Tax legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Services to the Customer and its export and import into any territory.
6.3 In the event of late payment by the Customer PLANET INFOTECH will be entitled, without limiting any other rights and remedies it may have: (a) suspend any services and/or cancel any of its outstanding obligations under the Contract (b) pass on any legal costs in relation to the recovery of overdue accounts; and (c) charge interest on any outstanding amount accruing from time to time at the rate of 4% per annual above the base rate from time to time of the Central Bank Of India or the amount prescribed in the Late Payment of Commercial Debts (Interest) Act 1998 (whichever is greater) from the due date until the outstanding amount is paid in full.
6.4 The Customer will have no right to set off any amounts owing to it by PLANET INFOTECH against unpaid invoices due to PLANET INFOTECH
7 Warranties and Indemnities on Goods
7.1 PLANET INFOTECH shall warrant from the date of delivery for a period of three months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described in the specification document are manufacturer’s warranty only.
7.2 Where a component part fails leading to a device reset within the initial three months from date of delivery, the time attributable to that reset will be covered by the warranty agreement supplied by PLANET INFOTECH
7.3 Where a component part fails leading to a device reset after the initial three months from date of delivery, the time attributable to that reset will not be covered by the warranty agreement supplied by PLANET INFOTECH and will be fully chargeable unless specifically agreed up-front with the Customer. Any claim by the Customer to the manufacturer is outside the scope of the agreement and shall not deviate against the Payment of invoices and the terms set out in this Agreement.
9 Limitation of Liability
9.1 Nothing in these Conditions limits PLANET INFOTECH liability for fraud, or death, or personal injury arising as a result of PLANET INFOTECH negligence or any other liability which may not, by law, be excluded.
9.2 Subject to Condition 9.1, the maximum liability of PLANET INFOTECH under or in connection with the Goods or Services whether caused by the negligence of PLANET INFOTECH its servants, agents sub-contractors or otherwise will not exceed the amounts which have been paid or which have become payable by the Customer. In the event of an error by PLANET INFOTECH in providing the Goods or Services which renders the Goods or Service unusable by the Customer, the Customer’s only remedy will be either: (a) the return of the amounts which have been paid to PLANET INFOTECH by the Customer under the Contract; or (b) to require PLANET INFOTECH to re-supply the Goods and/or to repeat the whole or part of the Services at PLANET INFOTECH own cost
11 Customer Data, Accounts and Security
11.1 Where PLANET INFOTECH processes any Personal Data on the Customer’s behalf when providing the Services, the parties agree that the Customer will be the Data Controller and PLANET INFOTECH will be a Data Processor or pass on that Data Processor role to Third Party Vendors who are providing the Third Party Vendor Services with PLANET INFOTECH acting as an agent or reseller.
11.3 The Customer will ensure that it is entitled to transfer those Personal Data to PLANET INFOTECH so that PLANET INFOTECH may lawfully use, process and transfer those Personal Data in accordance with the Contract on the Customer’s behalf.
11.4 The Customer will ensure that all Data Subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by the Data Protection Act 1998 and the General Data Protection Regulation 2017.
11.7 PLANET INFOTECH will take appropriate technical and organisational measures against unauthorized or unlawful processing of those Personal Data or their accidental loss, destruction or damage, having regard to the state of technological development, the cost of implementing any measures, the harm which might result from such PLANET INFOTECH or unlawful processing or accidental loss, destruction or damage, and the nature of the data to be protected.
12 Force Majeure
12.1 PLANET INFOTECH will not be liable for any failure to fulfill the Contract or any term or Condition of the Contract if fulfillment has been delayed, hindered or prevented by circumstances beyond its reasonable control including but not limited to fire, explosion, flood, tempest, unusually adverse weather Conditions, failure or shortage of power supplies, fault or failure of plant or machinery, war, hostilities, riot, acts of terrorism, strikes, lock-outs or other industrial action or trade dispute (“a Force Majeure Event”).
13.1 Either party may terminate the Contract immediately by written notice to the other if the other party: (a) commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy that breach within 30 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied or (b) has a receiver, administrative receiver or administrator appointed over all or any of its assets or undertaking or, except for the purposes of a solvent amalgamation or reconstruction, enters into liquidation, enters into any composition or arrangement with or for the benefit of its creditors or enters into any similar or analogous arrangement existing under the law of any country or ceases to carry on business.
13.2 The termination of the Contract, by either party in accordance with this Condition 12 will be without prejudice to any other rights or remedies of that party accrued prior to termination.
13.3 On termination of the Contract for any reason the Customer will immediately pay to PLANET INFOTECH any Fees or other amounts due under the Contract.
14.7 Governing Law and Jurisdiction – The Contract shall be governed and construed in accordance with the laws of INDIA. The Judicial Courts will have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with the Contract.