SOFTWARE SERVICES AND CONSULTANCY
These terms and conditions of service apply to all of our bespoke solutions, consultancy and services. We publish the terms and conditions in full on our website and reserve the right to make changes to the terms and conditions at any time. This is necessary in order for us to provide you with the highest quality service at our competitive prices.
For our installed desktop software products, please refer to the EULA (End User License Agreement) which was accepted at the time the product was installed.
1 Definitions
1.1 Specified Service means any goods, services and/or advice to be provided by the Supplier to the End-User.
1.2 Specified Sum means the agreed consideration to be paid by the End-User to the Supplier for the supply of the Specified Service.
2 Specified Service
2.1 The Supplier shall take all reasonable steps to comply with any timetable or other targets for progress or delivery of the whole or any agreed part of the Specified Service or the completion of the Specified Service agreed in writing between the parties.
2.2 The Supplier may at any time and without giving the End-User prior notification make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Specified Service which do not materially affect the nature or quality of the Specified Service. In such circumstances, the Supplier reserves the right reasonably to revise the Specified Sum in the light of such changes.
3 Warranties
3.1 The Supplier warrants to the End-User that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with any timetables or other targets agreed.
3.2 Where, in connection with the provision of the Specified Service, the Supplier supplies any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the End-User the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
4 Limitations of Liability
4.1 The Specified Service has been negotiated and agreed by the Supplier with the End-User in the context of information provided by the End-User as to the End-User’s particular needs and requirements. The Specified Services have been prepared and costed accordingly. Therefore:
4.1.1 The Supplier shall have no liability to the End-User for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the End-User which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the End-User;
4.1.2 The Supplier shall have no liability to the End-User for any loss, damage, costs, expenses or other claims for compensation arising from the End-User making use of the Specified Service for any purpose not clearly disclosed to the Supplier or from the End-User allowing a third party to make use of the Specified Service;
4.1.3 The Supplier shall have no liability to the End-User for any loss, damage, costs, expenses or other claims for compensation arising due to delays in providing the Specified Service, where the cause of the delay is beyond the reasonable control of the Supplier;
4.1.4 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly agreed in writing between the parties, the Supplier shall not be liable to the End-User by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arises out of or in connection with the provision of the Specified Service or its use by the End-User;
4.1.5 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly agreed in writing between the parties, the entire liability of the Supplier under or in connection with the Specified Service shall not exceed the Specified Sum.
5 Payment
5.1 The End-User agrees to meet the Supplier’s invoices in full within the payment terms stated on the invoice.
5.2 The Supplier is entitled to charge interest to the End-User on any outstanding amounts at the rate of 12% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will begin to accrue from 30 days after the End-User is in receipt of a valid invoice from the Supplier and will continue to accrue until judgement or payment, whichever is the later.
5.3 All goods and intellectual property rights (where they are to be assigned to the End-User) remain the property of the Supplier until payment in full has been received.
6 Cancellation
6.1 If any order is cancelled after placement then a standard cancellation charge of 35% of the total order value, or equal to the amount of work completed, will be levied, whichever is the greater.