Service Level Agreement

Definitions
1. Agreement: This refers to the entire document you're reading (Terms and Conditions), along with any details in the Development Proposal and Cost Specs.
2. Customer: The person or company buying services from Cybernetics+.
3. Intellectual Property Rights: Basically, copyrights, trademarks, and other protections for creative works and inventions.
4. 1. Specification: Any document explaining the services Cybernetics+ will provide, like proposals, cost breakdowns, or project outlines.
  2. Acceptance Date: The day the customer approves the final software.
  3. Acceptance Tests: Tests (explained in the Specification) to confirm the software works as intended.
5. Additional Services: Anything extra the customer asks Cybernetics+ to do beyond what's in the original agreement.
6. Annual Support Fee: An optional yearly charge for Cybernetics+'s help after delivering the software.
7. Change Request: A formal document requesting a modification to the project's original plan, software, or deliverables (what Cybernetics+ gives the customer).
8. Confidential Information: Secret details about either company's business, finances, technology, etc.
9. Deliverables: The software, instructions, and services Cybernetics+ provides as per the agreement.
10. Project Plan: A timeline agreed upon by both sides, outlining how the project will be completed.
11. Live Operational Use: When the customer starts using the software for their regular business activities.
12. Mis-use: Using the software in a way not intended according to the initial agreement.
13. Payment Schedule: The schedule of payments set out in the Specification.
14. Planned Acceptance Date: The target date in the project plan for the customer to approve the software.
15. Price: The total fixed cost for everything Cybernetics+ will deliver as per the agreement.
16. Project: The entire process of developing, delivering and testing the software and other deliverables.
17. Rates: The hourly or daily costs for Cybernetics+'s services, as defined in the agreement.
18. Software: The computer programs Cybernetics+ is creating or customizing for the customer, as described in the agreement.
19. Specified Equipment: The computers and operating systems needed to run the software.
20. Standard Working Hours: Cybernetics+'s business hours, which are 09:00 to 18:00 UTC +7, Monday through Saturday, excluding National holidays.
21. System: The combination of the specified equipment and the software.
22. Warranty Period: Three months after the customer accepts the software, during which Cybernetics+ will fix any problems.
General
1. These terms apply to any agreement where Cybernetics+ provides services to you (the Customer).
2. Before we start work, Cybernetics+ will send you a proposal and cost breakdown outlining the services and their fees. Let us know right away if you disagree with anything. These proposals and cost breakdowns are also covered by these terms.
3. Cybernetics+ will make a good effort to finish the work within the estimated timeframe, but meeting exact deadlines isn't critical for this project.
The Project
1. Cybernetics+ shall provide the Customer with software development services for the purpose of creating the Software and other Deliverables as detailed in the Specification in strict adherence to the terms and conditions of this Agreement.
2. Cybernetics+ shall deliver the Deliverables to the Customer upon receipt of full payment for the Deliverables or, in the case of phased delivery, upon receipt of full payment for the respective phase of the Deliverables.
3. Unless explicitly stipulated in the Specification, Cybernetics+ shall not be liable for any additional services, including but not limited to hardware and software installation, systems integration, data conversion, data import, and training.
4. For the purpose of clarity, Cybernetics+ shall not, under any circumstances, be held responsible for the backup and archiving of the Software or any data utilized by the Software on computer equipment owned by the Customer or the Customer's designated computer hosting provider.
The Customer's Obligations
1. Customer's Responsibilities:
2. 1. Grant Cybernetics+ unrestricted, cost-free access to the necessary computer facilities and resources, including but not limited to the Specified Equipment (both on-site and remotely accessible from Cybernetics+ premises), power, computer consumables, and office/administrative resources. These resources must be sufficient to enable Cybernetics+ to fulfill its obligations under this Agreement.
  2. Provide suitably qualified personnel as required for Cybernetics+ to perform its duties under this Agreement. The Customer shall ensure its employees and any independent contractors cooperate reasonably with Cybernetics+ and its personnel throughout the Project.
  3. Promptly furnish Cybernetics+ with all information and documents deemed reasonably necessary for them to properly perform their obligations under this Agreement.
  4. Ensure a designated representative from the Customer is available as reasonably required by Cybernetics+ for project execution.
  5. Use all reasonable efforts to cooperate with and assist Cybernetics+ to the extent necessary for them to fulfill their obligations under this Agreement.
3. Right to Initiate Change Requests:
  Cybernetics+ reserves the right to initiate a Change Request in the event of project delays caused by the Customer's failure to meet its obligations under this Agreement. This right also extends to delays caused by acts or omissions of the Customer's employees, agents, or third-party suppliers, or by circumstances beyond Cybernetics+ reasonable control.
4. Software Defects and Acceptance:
  The Customer acknowledges that, as established by legal precedent, software inherently may contain occasional defects, faults, or difficulties despite proper development and support. Acceptance of Deliverables under this Agreement shall not be unreasonably withheld due to minor software imperfections.
5. Acceptance of Deliverables and Delays:
  The Customer acknowledges that all Deliverables provided by Cybernetics+ or any third party contracted by Cybernetics+ for this Agreement, are of critical importance to meeting the agreed-upon Project Plan schedule. The Customer accepts full responsibility for any delays in their acceptance of the Deliverables.
Change Control
1. Change Request Procedures:
2. 1. In the event that either party identifies a necessary modification to the Specification, Software, or Project Plan, a formal Change Request document detailing the proposed changes shall be submitted to the other party.
  2. If initiated by Cybernetics+, the Change Request shall explicitly outline the impact on the Specification, Project Plan, and Price. Conversely, if initiated by the Customer, receipt of the Change Request by Cybernetics+ shall constitute a formal request for a written impact assessment on the aforementioned aspects. Cybernetics+ shall use all reasonable efforts to provide these details within twelve (12) working days of receiving the Change Request, or within another mutually agreed-upon timeframe.
3. Pricing for Changes:If a change necessitates a price adjustment, the Rates detailed in the Specification shall serve as the basis for calculating the additional cost associated with the Change Request. Both parties will then have the opportunity to decide whether or not to proceed with the proposed change.
4. Investigation of Customer-Initiated Changes:
  In the sole discretion of Cybernetics+, if a Change Request initiated by the Customer is deemed to require more than one working hour for investigation and cost estimation, Cybernetics+ reserves the right to provide a formal quotation for the investigation work before commencing. This quotation requires approval from the Customer before proceeding.
5. Implementation of Changes:
  Cybernetics+ shall not implement any software modifications outlined in a Change Request unless written approval is obtained from both parties or the change is approved through Cybernetics+ designated electronic change management system.
6. Effect of Approved Change Requests:
  Upon written agreement by both parties for a Change Request, the modifications shall be considered incorporated into the Specification, Software, Project Plan, and Price as defined within this Agreement.
Acceptance Tests
1. Customer Responsibilities for Acceptance Testing:
  The Customer shall hold sole responsibility for conducting the Acceptance Tests.
2. Software Acceptance:
  Upon successful completion of the Acceptance Tests by the Software, the Customer shall promptly accept the Software and sign Cybernetics+'s Acceptance Certificate without undue delay.
3. Retesting After Failed Acceptance Tests:
  In the event the Software fails to pass the Acceptance Tests, the Customer shall collaborate with Cybernetics+ to conduct retesting promptly after the delivery of corrected software. This retesting process will continue until the Software successfully passes all Acceptance Tests.
4. Deemed Acceptance Through Live Operational Use:
  The Customer's commencement of Live Operational Use, either in whole or in part, of the Software by itself or any authorized agents, contractors, or customers shall constitute deemed acceptance of the Software in its entirety.
5. Deemed Acceptance Through Distribution:
  The Customer's distribution of any portion or the entirety of the Software for commercial use by its staff, authorized agents, contractors, or customers shall constitute deemed acceptance of the Software in its entirety.
6. Deemed Acceptance Through Inaction:
  If, following a period of one month after Software delivery, Cybernetics+ has not received any unresolved fault reports from the Customer demonstrating that the Software fails to meet the Acceptance Tests, the Customer shall be deemed to have accepted the Software in its entirety.
7. Customer-Developed Acceptance Test Materials:
  The Customer shall be responsible for creating comprehensive Acceptance Test scripts that accurately reflect the requirements outlined in the Specification. Additionally, the Customer shall provide suitable data for the Acceptance Tests. These scripts and data must be made available to Cybernetics+ no less than one month before the anticipated commencement date of Acceptance Tests, as outlined in the Project Plan.
Representatives and Progress Meetings
1. Designation of Representatives:
  Upon execution of this Agreement, each party shall designate, in writing, a representative who will act on their behalf for the purposes of this Agreement. These designated representatives shall be responsible for providing any information the other party may require to fulfill their obligations under this Agreement.
2. Project Meetings:
  The parties agree to convene regular meetings, either in person or via conference call as mutually agreed upon, with their designated representatives. These meetings shall occur at least once per month (or with another frequency as agreed upon) between the effective date of this Agreement and the Planned Acceptance Date. The purpose of these meetings will be to discuss and document the project's progress.
3. Project Issue Management:
  The designated representative of Cybernetics+ shall maintain a comprehensive log of all issues, risks, and actions that may impact the project. The Customer's designated representative shall exercise due diligence by cooperating with the Cybernetics+ representative to mitigate risks, resolve issues, and complete necessary actions in a timely manner.
Support

Annual Support Services:
1. Upon payment of the Annual Support Fee, Cybernetics+ shall provide the Customer with technical support services for the Software commencing on the Support Commencement Date. This annual support will automatically renew for subsequent periods unless terminated by either party as stipulated in this Agreement.
2. The technical support services provided include:
3. 1. Help Desk: Cybernetics+ will offer reasonable assistance regarding Software installation, usage, troubleshooting, and resolving identified issues. Cybernetics+ will endeavor to address any support inquiries raised by the Customer.
  2. Error Correction: Cybernetics+ will address critical errors or provide assistance in overcoming specific software problems. At their sole discretion, Cybernetics+ may resolve errors by delivering a patch or a new software version.
Customer Responsibilities for Support Requests:
To receive support, the Customer shall submit a detailed written description of the issue requiring assistance, including the circumstances under which the problem arose. Additionally, the Customer shall furnish all necessary materials and information requested by Cybernetics+, such as screenshots and log files, to enable their support staff to replicate the problem. The Customer shall also grant Cybernetics+ sufficient access to their systems to facilitate fault diagnosis.
Support Response Time:
The response timeframe outlined in Section 8.4 commences upon Cybernetics+ receiving all requested materials and information pertaining to the reported fault.
Response Targets for Support Issues:
Cybernetics+ shall make reasonable commercial efforts to communicate with the Customer (via phone, email, or fax) regarding reported faults within the following targeted response timeframes during the designated support hours specified below. For the purposes of this Agreement, a "response" acknowledges the reported fault but does not necessarily guarantee immediate resolution.

Severity	Description	Response Time
System Failure	Multiple users cannot access the system for regular operations.	4 working hours
System Malfunction	The system remains operational, but with limited functionality.	24 working hours
Impaired Operation	System operation is hindered, experiencing slow performance or printing issues. Core functionality remains available.	32 working hours
Data Issues	System functions normally, but incorrect data may be displayed, or an individual user cannot access the system.	48 working hours

Support Hours:
Cybernetics+ will respond to calls and inquiries regarding reported faults during Standard Working Hours.
Progress Updates:
Whenever possible, Cybernetics+ will include an estimated resolution timeframe within their response to a fault report. The Customer will be kept informed regarding the progress of problem resolution. This communication shall occur no less than every two hours for Severity 1 and 2 issues.
Method of Support Delivery:
All support services will be provided electronically or through other remote communication methods. On-site support is not included within the scope of this Agreement.
Exclusions from Support Services:
Cybernetics+ shall not be obligated to provide support for the following:
1. Issues arising from unauthorized modifications or customizations to the Software. (For clarity, unauthorized modifications include, but are not limited to, alterations to the software's logical or physical database schema, computer hardware configuration changes, and manual data modifications within the database.)
2. Any software product other than the Software itself.
3. Improper or unauthorized use of the Software, including misuse or operator error.
4. Faults originating from the Specified Equipment or any other computer or network hardware.
5. Any programs or software used in conjunction with the Software that were not provided by Cybernetics+.
6. Utilizing Software elements in any combination not specified within the operating instructions supplied by Cybernetics+.
7. Using the Software with computer hardware, operating systems, or supporting software other than the Specified Equipment.
8. The Customer's failure to install and use any new Software release within 30 days of receiving it from Cybernetics+.
Chargeable Support Services:
Any time spent by Cybernetics+ investigating faults under the circumstances described in Clause 8.8 will be chargeable at their then-current rates. Cybernetics+ reserves the right to invoice the Customer for such charges at discretion, with payment due within 15 days generally of the invoice date
---Unless otherwise agreed upon, subject to other terms and conditions.---.
Discontinuation of Support for Prior Versions:
Cybernetics+ reserves the right to discontinue support and maintenance services for any previous Software version once a superseding version is made available to the Customer.
Scope of Support Services:
Cybernetics+ shall not be responsible for providing modifications or technical support related to the Customer's computer hardware, operating system software, third-party software, data feeds, or external data.
Customer Responsibilities for Software Use and Support:
1. The Customer shall operate the Software, maintain data, and manage the database in strict accordance with all instructions provided by Cybernetics+.
2. Upon prior arrangement, the Customer shall grant Cybernetics+ access to their premises and/or systems at reasonable times to facilitate support services.
3. The Customer shall ensure their hardware is readily accessible to Cybernetics+ support staff. When necessary, the Customer shall enable logins or passwords with appropriate access permissions for such support personnel.
4. The Customer shall permit Cybernetics+ to install the current Software version, including upgrades or bug fixes, as they become available.
5. The Customer shall provide written notification of any planned changes to their hardware, operating system, or data feeds. Cybernetics+ reserves the right to adjust their fees if such modifications significantly impact the Software.
Annual Support Fee and Payment:
The Customer shall pay the Annual Support Fee to Cybernetics+ on or before the Support Commencement Date. Support services will not be provided until full payment of the Annual Support Fee is received.
Annual Support Renewal:
To opt-out of automatic support renewal, the Customer must provide written notice of cancellation to Cybernetics+ at least 90 days before the anniversary of the Support Commencement Date. Otherwise, the support will automatically renew for subsequent yearly periods.
Cancellation of Support Services:
The Customer has the right to cancel support services at any point during the supported year. However, no refunds (full or partial) for the Annual Support Fee will be issued.
Annual Support Fee Increase:
Cybernetics+ reserves the right to increase the Annual Support Fee for subsequent renewal periods. The Customer will be notified of any fee adjustments in writing no less than 60 days before the support renewal anniversary.

Warranties
1. Limited Warranty:
  Cybernetics+ warrants that the Software, with minor interruptions and errors excluded, will perform substantially in accordance with the agreed-upon Specification when used on the Specified Equipment.
2. Exclusions from Warranty:
  The warranty outlined in Clause 9.1 shall not apply if a performance failure arises from any of the following causes:
3. 1. Computer equipment or software other than the Software delivered by Cybernetics+.
  2. Unauthorized modifications or customizations made to the Software by or on behalf of the Customer.
  3. Improper use of the Software (including misuse).
  4. Force Majeure events.
4. Warranty Claim Process:
  In the event that Cybernetics+ receives a written notice from the Customer alleging a breach of the warranties outlined in Clause 9.1, or if Cybernetics+ otherwise discovers a non-compliance with these warranties, Cybernetics+ shall, at its own expense, promptly remedy such breach or non-compliance. However, Cybernetics+ shall not be held liable or obligated under these warranties unless a written notification regarding the defect or error is received within the Warranty Period.
Licenses and Ownership
Transfer of Ownership of Intellectual Property Rights:
1. Upon full payment of the Price, Cybernetics+ hereby transfers and assigns to the Customer the ownership of all Intellectual Property Rights in the Software, except where otherwise expressly agreed upon in writing.
2. For the avoidance of doubt, the transfer of ownership under this Clause 10.1 does not grant the Customer any rights to the Specification or any other materials or documentation related to the Software.
3. The Customer acknowledges that Cybernetics+ retains all rights, title, and interest in and to the underlying technology used to develop the Software, including but not limited to its proprietary algorithms, methodologies, and know-how.
4. The Customer shall not, without the prior written consent of Cybernetics+, disclose, copy, reproduce, sublicense, or otherwise make available to any third party any portion of the Software or any related Intellectual Property Rights.
5. The Customer shall use the Software solely for its own internal business purposes and shall not, without the prior written consent of Cybernetics+, use the Software for any commercial purpose or for the benefit of any third party.
6. The Customer shall indemnify and hold harmless Cybernetics+ from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Clause 10.1.
Proprietary Rights
1. Intellectual Property Indemnity:
2. 1. Cybernetics+ shall indemnify and hold harmless the Customer from and against any and all costs, claims, demands, expenses, and liabilities (of whatsoever nature) arising out of or in connection with any legal claim alleging that the use or possession of the Software infringes upon the intellectual property rights of a third party. This condition is subject to the infringement not being a result of any deliberate or intentional action by Cybernetics+.
  2. The Customer shall promptly notify Cybernetics+ in writing of any allegations of infringement of which they become aware. The Customer shall refrain from making any admissions of guilt without Cybernetics+'s prior written consent.
  3. At Cybernetics+'s request and expense, the Customer shall grant them the right to conduct and/or settle any negotiations or litigation arising from such a claim. Cybernetics+ shall assume control of such proceedings within ten (10) working days of receiving notification of the claim and shall diligently pursue its settlement.
  4. The Customer shall provide all reasonable assistance to Cybernetics+ with any negotiations or litigation at their request. The Customer shall be reimbursed by Cybernetics+ upon demand for all reasonable expenses incurred in providing such assistance.
3. Infringement Resolution:
  If a court of competent jurisdiction determines that the Customer's use or possession of the Software, or any portion thereof, in accordance with this Agreement infringes upon a third party's intellectual property rights, then Cybernetics+ shall, at its own expense and promptly:
4. 1. Procure for the Customer the legal right to continue using and possessing the Software or the infringing part.
  2. Modify or replace the Software (or the infringing part) to avoid infringement, without negatively impacting the overall performance of the Software.
5. Termination for Unremediable Infringement:
  If, in Cybernetics+'s judgment, the remedies outlined in Clause 11.2 are not feasible, the Customer shall return the Software subject to the intellectual property claim. In return, Cybernetics+ shall refund the Customer the corresponding portion of the Price, taking into account standard depreciation. This Agreement will then immediately terminate.
Charges and Expenses
1. Payment for Project Services:
  As consideration for Cybernetics+ performing the Project, the Customer shall pay Cybernetics+ the Price. The Price will be invoiced to the Customer in accordance with the specified proportions outlined in the Specification and subject to the payment terms set forth in Clause 13.
2. Payment for Additional Services:
  For any Additional Services rendered, the Customer shall compensate Cybernetics+ for the invoiced amounts based on the Rates established within the Specification.
3. Payment for Out-of-Pocket Expenses:
  Unless otherwise agreed upon in writing, the Customer shall reimburse Cybernetics+ for all reasonable travel, accommodation, and other out-of-pocket expenses incurred by Cybernetics+ staff while performing work on the Project. Car mileage will be charged at a rate of 15 baht per kilometer per officer.
Terms of Payment
1. Payment Terms:
  All invoiced amounts owed by the Customer to Cybernetics+ shall be paid within fifteen (15) days of invoice receipt. Unless otherwise mutually agreed upon in writing, all payments under this Agreement shall be made in Thai Baht.
2. Annual Rate Adjustments:
  Cybernetics+ reserves the right to adjust the Rates stipulated in this Agreement at the beginning of each subsequent year, commencing on the Acceptance Date. These adjustments will be made at Cybernetics+'s sole discretion.
3. Value Added Tax (VAT):
  All monetary amounts specified within this Agreement exclude VAT. The Customer shall be responsible for paying VAT at the prevailing rate, as mandated by law, upon presentation of a valid tax invoice.
4. Late Payment Interest:
  Without prejudice to any other rights granted to Cybernetics+ under this Agreement, the Customer shall be subject to a late payment fee if any invoiced amount remains unpaid for more than fourteen (14) days past the due date. This late payment interest will accrue daily on the outstanding balance from the invoice date at the rate permitted under The Commercial Debt (Late Payment) Act B.E. 2541 (พระราชบัญญัติการชำระหนี้ล่าช้าในธุรกรรมทางการค้า พ.ศ. 2541).
Liability and Insurance
1. Insurance Coverage:
  Throughout the term of this Agreement, Cybernetics+ shall maintain comprehensive insurance policies, including employer's liability, third-party liability, and product liability coverage. This insurance shall apply to liabilities arising from or connected with this Agreement and shall hold a maximum value of signed quotation amount. The insurers shall be reputable companies. Upon request, Cybernetics+ shall provide the Customer with copies of the relevant insurance certificates as proof of current coverage. Cybernetics+ shall undertake reasonable commercial efforts to pursue claims under these insurance policies.
2. Indemnity for Personal Injury or Death:
  Cybernetics+ shall indemnify and hold harmless the Customer from any claims arising from personal injury or death caused by the negligence of its employees while performing their duties under this Agreement. This indemnity also applies to any personal injury or death resulting from defects in any products supplied pursuant to this Agreement.
3. Indemnity for Property Damage:
  Cybernetics+ shall indemnify and hold harmless the Customer from any direct damage to tangible property caused by the negligence of its employees while performing their duties under this Agreement. Additionally, this indemnity covers direct damage caused by defects in any products supplied pursuant to this Agreement. Cybernetics+'s total liability under this Clause 14.3 is limited to the signed quotation amount for any single incident or a series of connected events.
4. General Limitations of Liability
5. 1. Excluding claims for death or personal injury arising from Cybernetics+'s negligence, Cybernetics+ shall not be liable for any damages resulting from:
  2. 1. Loss of or corruption of data or information
    2. Loss of goods, use, profits, business, anticipated savings, goodwill, or similar losses
    3. Indirect or secondary consequences of any act or omission by Cybernetics+, regardless of foreseeability
  3. Cybernetics+ shall not be held liable for any damages stemming from the Misuse of the Software.
6. Maximum Liability
  With the exception of personal injury, death, and damage to tangible property as outlined above, Cybernetics+'s maximum total liability to the Customer under this Agreement (or otherwise) for any cause whatsoever shall be limited to direct costs and damages only. This shall be determined by the greater of:
7. 1. The value of Cybernetics+'s comprehensive insurance coverage as stipulated in Clause 14.1.
  2. The sum paid to Cybernetics+ for the products or services relevant to the Customer's claim, plus an additional 25% of that amount to cover any extra costs directly, reasonably, and necessarily incurred by the Customer in obtaining alternative products or services.
8. Reasonableness of Limitations
  Both parties acknowledge and agree that the limitations outlined in this Clause 14 are fair and reasonable in light of all relevant circumstances.
9. Statutory Rights and Exclusion of Unassumed Liability
  The Customer's statutory rights as a consumer (if applicable) remain unaffected. This Agreement excludes all liabilities not expressly assumed within its terms.
10. Scope of Application
  These limitations on liability apply regardless of the cause of action, whether it arises from statute, contract, tort (including negligence), or any other legal theory. For the purposes of this Clause, "Cybernetics+" encompasses its employees, subcontractors, and suppliers. All aforementioned entities shall benefit from the limitations and exclusions of liability established in this Clause, as permitted by the Contract for the Benefit of a Third Party under Section 374 of the Civil and Commercial Code.
11. Exclusion of Fraudulent Misrepresentation
  Nothing within this Agreement operates to exclude or limit liability for fraudulent misrepresentation.
Termination
1. Agreement Term
  This Agreement shall remain in full force and effect until the Project's successful completion. However, either party may terminate the Agreement by providing written notice to the other party at least forty five (45) days in advance. Additionally, termination may occur under the provisions outlined in this Clause 15 or elsewhere within this Agreement.
2. Termination for Cause
  Either party may bring about immediate termination of this Agreement through written notification to the other party under the following circumstances:
3. 1. A material breach of any Agreement term occurs by the other party. If the breach is curable, the non-breaching party must grant the breaching party thirty (30) days to remedy the breach upon written notification.
  2. The other party undergoes an administration order, experiences the appointment of a receiver, administrative receiver, or similar official, or has an encumbrancer take possession of any of its assets. Additionally, termination can occur if the other party enters into a composition agreement with its creditors, ceases or threatens to cease business operations, becomes insolvent, or demonstrates an inability to pay its debts as they become due.
4. Return of Materials and Confidential Information Upon Termination
  Upon termination of this Agreement, Cybernetics+ shall promptly return to the Customer all materials, documentation, and any Confidential Information belonging to the Customer. This includes all copies, whether full or partial. At the Customer's request, Cybernetics+ shall destroy such materials and provide written certification of their destruction.
5. Effect of Termination
  Termination of the License or this Agreement, regardless of cause, shall not impact any accrued rights or liabilities of either party. Additionally, it shall not affect the enforceability of any provision expressly or implicitly intended to survive termination.
6. Post-Termination Payment Calculation
  In the event of Agreement termination, Cybernetics+ shall determine a project completion percentage by comparing completed tasks against the project plan. The Customer shall then compensate Cybernetics+ for an equivalent percentage of the Price. Cybernetics+ shall provide evidence of completed tasks to the Customer through demonstrations of working functionality or the source code.
Confidentiality
1. Confidentiality Obligations
2. 1. During the term of this Agreement and afterward, both parties shall treat all Confidential Information belonging to the other party, its Customers, suppliers, or clients as confidential. This obligation also extends to procuring that their respective personnel treat such information with confidentiality.
  2. Except for the proper provision of services required to fulfill the Project, neither party shall disclose or use any Confidential Information belonging to the other party. This restriction also applies to their respective personnel.
3. Exceptions to Confidentiality
  The provisions of Clause 16.1 shall not apply to the disclosure of Confidential Information in the following instances:
4. 1. Disclosure to either party's own employees with a legitimate need to access the information.
  2. Disclosure to auditors, a HM Customs and Excise officer, a court of competent jurisdiction, a governmental body, or an applicable regulatory authority. Additionally, disclosure may be made to any other persons or entities with a legal right, duty, or obligation to know the other party's business, but only to the extent necessary to fulfill such right, duty, or obligation.
5. Maintaining Confidentiality by Disclosed Parties
  Both parties undertake to ensure that any person or entity mentioned in Clause 16.2 is made aware of the confidential nature of the information before any disclosure occurs. These entities must also acknowledge their duty of confidentiality to the other party.
6. Notification of Confidentiality Breaches
  Each party shall promptly notify the other party upon discovering any breach of confidentiality by a recipient of any part of the Confidential Information. The notifying party shall also provide all reasonable assistance to the other party in connection with any legal proceedings initiated against such a person for the breach of confidentiality.
7. Survival of Confidentiality Obligations
  The provisions of this Clause 16 shall remain enforceable even after the termination of this Agreement. However, the restrictions set forth in Clause 16.1 shall no longer apply to any information that enters the public domain through legitimate means, excluding unauthorized disclosure.
8. Ownership of Developed Inventions and Software
  Nothing within this Clause 16 shall prevent Cybernetics+ from exploiting (utilizing) any inventions or software it develops during the Agreement's term.
Non-Solicitation of Employees
1. For the term of this Agreement and for a subsequent period of twelve (12) months following its termination, neither party shall solicit or make offers of employment to any of the other party's employees without obtaining prior written consent from the other party.
2. The term "Employ" in this Clause 17.1 encompasses the engagement of such individuals as employees, directors, contractors, or subcontractors, either directly or indirectly. This includes recruitment through employment agencies or other companies.
Data Protection
1. Compliance with Data Protection Laws
  Both parties agree to comply with the provisions of the Personal Data Protection Act (PDPA / พ.ร.บ. คุ้มครองข้อมูลส่วนบุคคล พ.ศ. 2562) and any relevant subsequent legislation insofar as it pertains to the provisions and obligations outlined in this Agreement.
2. Customer Responsibility for Data Protection
  The Customer bears sole responsibility for ensuring that the Software is not used in any manner that violates current data protection legislation. To avoid any ambiguity, Cybernetics+ shall accept no liability whatsoever for any such infringement or alleged infringement.
Interpretation
1. General Rules of Interpretation
  Throughout this Agreement, the following interpretations shall apply, unless the context necessitates otherwise:
2. 1. Wording that suggests a specific gender applies to all genders.
  2. Words used in the singular form encompass the plural form, and vice versa.
  3. Terminology referring to individuals also applies to firms, companies, and corporations, and vice versa.
  4. References to numbered clauses and schedules pertain to the relevant clause within this Agreement or the relevant schedule attached to it.
  5. References within any schedule of this Agreement to numbered paragraphs relate to the numbered paragraphs of that specific schedule.
  6. Headings used for clauses, schedules, and paragraphs within this Agreement do not hold any interpretive weight.
  7. Any reference to a statute includes reference to that enactment with any amendments or replacements made over time, and also encompasses any subordinate legislation or byelaws enacted under that statute.
  8. Any obligation placed on a party that prohibits them from doing or neglecting to do something also includes an obligation to prevent that action or inaction from occurring.
  9. A party agreeing to perform an action is considered to have fulfilled that obligation by procuring its completion.
3. Priority in Case of Conflict
  In the event of any conflict or ambiguity between a provision within the main body of this Agreement and a provision contained in any Schedule, the provision in the body of this Agreement shall take precedence.
Relationship of the Parties
1. Independent Contractor Relationship
  This Agreement shall not be construed as or give rise to any partnership, joint venture, agency, fiduciary relationship, or any other relationship between the parties beyond the express contractual relationship established herein.
2. Contractor Independence
  This Agreement does not create an employer-employee relationship between the Customer and Cybernetics+ or its personnel. The Customer shall not have the authority to require Cybernetics+ or its personnel to perform any work outside the scope of this Agreement.
Entire Agreement and Modification
1. Entire Agreement
  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
2. Modification
3. 1. This Agreement may not be released, discharged, supplemented, interpreted, amended, varied, or modified in any manner except by a written instrument signed by a duly authorized officer or representative of each party.
  2. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
  3. No course of performance or conduct of any party shall be deemed to modify this Agreement or constitute a waiver of any provision hereof.
  4. In the event of any conflict between the provisions of this Agreement and any schedule or exhibit attached hereto, the provisions of this Agreement shall prevail.
Assignment
1. General Prohibition on Assignment
  This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. However, subject to Clause 22.2 below, neither party may assign this Agreement, nor any rights, licenses, or obligations arising hereunder, without the prior written consent of the other party.
2. Exceptions to Assignment Prohibition
3. 1. Notwithstanding the foregoing, either party may assign this Agreement to any entity that acquires all or substantially all of the assigning party's equity securities, assets, or business relating to the subject matter of this Agreement. Additionally, assignment may be made to any entity controlled by, controlling, or under common control with a party to this Agreement.
  2. Any attempted assignment in violation of this Clause 22 shall be null and void.
Entire Agreement and Supersession
1. Entire Agreement
  This Agreement constitutes the complete understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
2. Pre-Existing Non-Disclosure Agreements
3. The obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect, provided there is no conflict between such agreements and this Agreement.
4. Reliance on Representations
5. The parties acknowledge and confirm that they have not entered into this Agreement in reliance upon any representation that is not expressly incorporated herein.
Force Majeure
Excuse for Non-Performance, Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control. Such causes shall include, but not be limited to:
1. Acts of God (e.g., natural disasters)
2. War
3. Riot
4. Malicious acts of damage
5. Fire
6. Acts of any government authority
7. Failure of the public electricity supply
8. Strike
9. Lock-out
10. Labor dispute or the apprehension of a labor dispute (regardless of whether the settlement of the matter rests with the party in question)
Notice Provisions
1. Method of Communication
  All notices provided under this Agreement shall be in writing.
2. Delivery of Notices
  Notices shall be deemed to have been duly given as follows:
3. 1. Upon delivery by courier or other messenger service (including registered mail) during the recipient's normal business hours.
  2. Upon transmission by fax or email, provided that no transmission report or return receipt indicating failed transmission is generated.
  3. On the fifth business day following mailing if sent by Royal Mail.
  4. On the tenth business day following mailing if sent by prepaid airmail.
4. In all cases, notices shall be addressed to the most recent address, email address, or facsimile number notified by the other party.
Incorporation of Schedules
Schedules as Integral Part, The provisions contained within the Schedules attached to this Agreement shall be considered an integral part of this Agreement and shall have the same force and effect as if fully incorporated herein.
Severability
Effect of Unenforceable Provisions, In the event that any provision of this Agreement is deemed unlawful, void, or unenforceable by law or a court judgment, such provision shall be severed from this Agreement to the minimum extent necessary to render it ineffective, without affecting the remaining provisions hereof. The enforceability and validity of the remaining Agreement shall not be affected in any way
Binding Effect and Successors
1. Binding Effect on Successors and Assigns
  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors, and permitted assigns. Any reference to a "Party" within this Agreement shall be inclusive of its successors and permitted assigns.
2. Successor Identification
  For the purposes of this Agreement, references to a "Party" encompass the following:
3. 1. Any person who, through assignment, novation, or other legal means, becomes entitled to that party's rights under this Agreement (or any interest in those rights).
  2. Any administrator, liquidator, or other legal representative entitled to exercise those rights.
4. In particular, such references include any person to whom these rights (or any interest therein) are transferred or otherwise conveyed as a result of a merger, division, reconstruction, or other form of corporate reorganization involving that party. For this purpose, references to a Party's rights under this Agreement include any similar rights acquired by another person through a novation of this Agreement.
Waiver and Severability
1. No Waiver by Delay
  Neither party's delay, neglect, or forbearance in enforcing any term or condition of this Agreement against the other party shall be construed as a waiver or otherwise prejudice any rights arising under this Agreement.
2. Cumulative Rights and Remedies
  No right, power, or remedy conferred upon or reserved for either party under this Agreement is exclusive of any other right, power, or remedy available to that party.
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and together shall constitute one and the same instrument
Time of the Essence
Strict Adherence to Timelines, All timeframes, dates, or periods specified in this Agreement, or subsequently agreed upon in writing by the Parties, shall be considered of the essence.
Subcontracting
Right to Subcontract
1. Cybernetics+ may, upon obtaining the prior written consent of the Customer (which consent shall not be unreasonably withheld or delayed), subcontract any or all of its obligations under this Agreement.
2. Cybernetics+ shall nonetheless remain fully liable for the performance of such subcontracted obligations and shall indemnify the Customer against any loss or damage suffered by the Customer arising from any act or omission of any such agents or subcontractors.
Governing Language
English Prevails, This Agreement is solely executed in the English language. In the event of any discrepancy or conflict between the English language version of this Agreement and any translation thereof into another language, the English language version shall be the controlling and definitive interpretation.
Costs and Expenses
Allocation of Expenses, Each party shall be responsible for its own legal fees, other costs, and expenses incurred in connection with the drafting, negotiation, execution, and registration (if applicable) of this Agreement.
Right of Setoff
Setoff of Debts, In the event that either party incurs a liability towards the other party, arising from this Agreement or otherwise, regardless of whether the liability is a fixed amount (liquidated) or an unspecified amount (unliquidated), each party shall have the right to set off the amount of such liability against any sum that would otherwise be payable to the other party under this Agreement.
Third-Party Rights
Exclusion of Third-Party Rights, With the exception of the provisions of clause 14.8, the parties expressly affirm their intention that no third party shall acquire any rights under this Agreement. Consequently, the Contract for the Benefit of a Third Party under Section 374 of the Civil and Commercial Code (สัญญาเพื่อประโยชน์ของบุคคลที่สาม ตามมาตรา 374 ของประมวลกฎหมายแพ่งและพาณิชย์) shall not apply to this Agreement.
Dispute Resolution
1. Notice of Dispute
  For the purposes of this Clause 37, a dispute shall be considered to have arisen when one Party serves a written notice (excluding email) to the other Party, clearly outlining the nature of the dispute.
2. Dispute Resolution Process
3. 1. Any disagreement arising between the parties concerning this Agreement shall be resolved through the following process:
  2. 1. Within seven (7) days of the notice of dispute, representatives of both Parties shall meet and attempt to reach a mutually agreeable settlement.
    2. If the initial representatives fail to reach an agreement, a director or partner from each Party shall convene within the following seven (7) days to attempt resolution through mutual agreement.
    3. If the dispute remains unresolved and is technical in nature, pertaining to the functions or capabilities of the Software or any similar or related matter, it shall be referred for final settlement to an expert. This expert will be jointly nominated by both Parties. In the absence of a joint nomination within fourteen (14) days of either Party's request to the other, the President of the British Computer Society shall appoint the expert upon the request of either Party. The expert shall act in the capacity of an advisor, not an arbitrator. Their decision (excluding clerical or obvious errors) shall be final and binding upon both Parties, with the associated fees split equally unless the expert determines that one Party's conduct warrants them bearing all such fees.
  3. In any other case, if the dispute remains unresolved, it shall be determined by the High Court of Justice in Thailand via Thai Statutory Law. Both Parties hereby submit to the exclusive jurisdiction of that Court for such purposes.