1.

All software support services provided by the Company are subject to the following express terms and conditions

2.

Definitions

"Company" shall mean Rushcliff Ltd

"Customer" shall mean the person, firm or company whose order has been accepted by the Company

"Contract" shall mean the annual agreement between the Company and the Customer

"Software" shall mean the application software and materials supplied by the Company under the Contract

"Commencement Date" shall mean the start date for support services and unless otherwise agreed by the Company and Customer will be 90 days after delivery of the Software

“Fault” shall mean any application software that does not function in accordance with the written specification, related documentation and/or with a previous system where the functionality is agreed as still being relevant

3.

Value Added Tax

All charges are quoted exclusive of Value Added Tax which is payable in accordance with current legislation

4.

Support Services

The following support services will be provided by the Company:

(a) Response Time

The response time to support service calls lodged with the Company within the Call Period of 9:30am to 5:30pm on Monday to Friday (excluding all Public or Bank Holidays) shall normally be four hours

(b) Escalation Procedure – Internal

If no solution is found within four working hours to the resolution of a the problem , one of the Directors will be notified and will contact the Customer either directly or indirectly within a further four working hours

(c) Escalation Procedure – External

If no satisfaction is obtained in resolving the problem, the Client may raise the issue directly with one of the Directors after eight working hours

(d) Software Failure

In the event of Software failure caused by deficiencies within the Software, the Company will repair the Software at no extra cost providing the Customer has complied with the terms of the Contract

(e) Telephone Access

i.   Clarification of system documentation (such as user manuals, technical notes and software bulletins)

ii.  Responses to questions relating to the Software

iii. Access to programmers and system developers for problem definition

iv.  The development on a ‘reasonable endeavour’ basis of a temporary fix or an emergency bypass if the problem is time critical

If no one is available to take the call, either due to busy periods or the call being made out of hours, then the Customer will be contacted normally within four working hours from the call

(f) On-line Support

If the Customer has the appropriate equipment the above services may be provided by remote access at the Company’s discretion.

i.   Software product updates/revisions (support release) and related documentation

ii.  Such enhancements as may be developed or acquired and made available to the Customer at the Company's discretion at no extra charge to the Customer

5.

Support Services not Included

The support services provided shall not include the following:

(a) The making of any changes or alterations to the Software, other than to correct Faults

(b) The correction of faulty operation due to operator error or misuse of Software

(c) The correction of a Fault caused by the Customer's actions

(d) The correction of a Fault caused by the operating systems and third party software

(e) The correction of a Fault caused by hardware

(f) Visits by Company personnel to a Customer’s place of work

6.

Warranty and Limit of Liability

(a) The Company warrants that the support services will be carried out by competent personnel and that the Company will endeavour to rectify Faults and if necessary release a Software upgrade within four working days of receiving notice of the same from the Customer

(b) Neither the Company nor the Customer shall be liable to the other for any claims for indirect or consequential losses whether arising from negligence or otherwise. In no event shall the Company's liability under the Contract exceed the price paid by the Customer to the Company for the Software connected with any claim

7.

Customer Covenants

The Customer agrees:

(a) To operate the Software in a professional and prudent manner and in accordance with any application documentation supplied by the Company

(b) To keep an operations log of Software Faults, and to make the log available to the Company for inspection at any reasonable time

(c) Not to allow any employees or agents of the Customer to use or amend the Software unless agreed in writing by the Company

(d) To have on-site personnel trained in the use of the Software unless otherwise agreed

8.

Payment Terms

All charges are payable in advance. In the event of non-payment the Company reserves the right to suspend its obligations until such payment has been made in full

9.

Unnecessary Services Calls

If the Company personnel are called upon to rectify any apparent Fault in the Software and there is no good reason for the call, the Company reserves the right to make an extra charge of £50.00 per call and a further £50.00 for each additional hour for time spent by the Company personnel as a result of the call

10.

Cost Increases

There will be no increase for the first 12 months from the Commencement Date.

11.

Renewal

The Client will be advised in writing, one month before the end of the current Contract period, the cost for renewing the contract.  All renewed Contracts will be subject to agreement by both parties.

12.

Term

Three months notice is required to terminate this Contract

13.

Force Majeure

Neither party shall be liable for failure to perform its obligations under the Contract if such failures result from circumstances beyond the party's control

14.

Termination

Either party shall have the right to terminate the Contract if the other party is in material breach of the Contract and does not rectify such breach within 30 days of receipt of notification thereof in writing, from the injured party. Termination shall not affect any other rights of the injured party

15.

Law

Unless otherwise agreed in writing, the Contract shall be construed and interpreted in accordance with the laws of England

16.

Entire Agreement

The parties agree that these terms and conditions (together with any other terms and conditions expressly incorporated in the Contract) represent the entire agreement between the parties relating to the provision of software support services by the Company to the Customer, and that no statements or representations made by either party have been relied upon by the other in agreeing to enter into the Contract