| Version 1.04 |
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| 1. |
All orders accepted and Software supplied are
subject to the following express terms and conditions. Any order placed
by a Customer shall constitute an offer to contract upon these express terms
and conditions and no addition thereto or variation whether contained in
the Customer's order or otherwise shall apply unless expressly agreed in
writing by the Company's authorised representative. No order shall be binding
upon the Company unless accepted in writing by the Company. |
| 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 agreement between the Company and the Customer.
"Software" shall mean the application software and materials supplied by
the Company under the Contract. |
| 3. |
Application and Utility Software |
| |
Any application software and utility software
provided under this Contract, together with all literature and other documentation
whatsoever shall at all times remain the property of and vested in the Company
or its suppliers where appropriate. The Customer hereby acknowledges the
Company's proprietary rights in the said programs and concepts embodied
therein, and agrees that the Customer, its employees, representatives, agents,
successors and assignees, or any other, shall neither have, nor at any time
acquire or attempt to have, access to the said programs; neither shall they
amend, expose, reproduce, print out or publish the content of the said programs
for any reason whatsoever, except for the conducting of the Customer's business,
without the prior written approval of the Company. |
| 4. |
Prices and Payments |
|
(a)
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All prices are quoted exclusive of Value Added
Tax which is payable in accordance with current legislation. |
|
(b)
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The Customer shall pay the amounts due at the
time(s) stated in the Contract or, if no time is stated, within 7 days from
the date of the Company's invoice. In the event of non-payment the Company
reserves the right to suspend its obligations until such payment has been
made in full. |
|
(c)
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The Company reserves the right to charge interest
on overdue accounts at the rate of 1% per month or part month from the date
on which the account becomes due until the date of payment. |
|
(d)
|
Monthly Payments. If the Company has agreed to
allow the Customer to pay Monthly, the monthly fee will be payable in 12
instalments. Each instalment will be a value equal to 10% of the Annual
fee. All charges are payable monthly in advance. Payment can be made either
by credit or debit card. The Company will assume permission under this Contract
to process the monthly payment on or around the same date of each month
using the credit or debit card details supplied by the Customer. The Customer
will be issued with an invoice for each payment taken. In the event of non-payment,
the Company reserves the right to suspend its obligations until such payment
has been made in full. In the event of non-payment within the first 12 months
from the Commencement Date, the Customer will be obliged to pay the balance
due for the remainder of the 12 month period so that a payment in full is
made for 12/10ths of the annual fee. |
| 5. |
Passing of Risk and Property |
|
(a)
|
Risk in the Software shall pass to the Customer
on delivery. |
|
(b)
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Property in the Software shall remain with the
Company until payment in full has been made by the Customer. |
|
(c)
|
If payment in full is not made in accordance
with the Contract the Company may require the Customer to return the Software
forthwith and if the requirement is not immediately complied with the Company
shall be entitled at any time and without prior notice to retake possession
of the whole or any part of the Software without prejudice to any other
remedy that may be available to the Company. |
| 6. |
Delivery |
| |
Unless otherwise expressly agreed in writing,
any delivery or performance dates specified by the Company are approximate
only and time shall not be the essence for delivery. |
| 7. |
Warranty and Limit of Liability |
|
(a)
|
The Company warrants that the Software will perform
in accordance with its specification and that if the Customer returns any
defective Software to the Company within 30 days of delivery the Company
will as its option either repair or replace the Software free of charge.
The Customer may not assign the benefit of this warranty to any third party
without the written consent of the Company. |
|
(b)
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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. |
| 8. |
Patents, Designs and Copyright |
|
(a)
|
The Company and its suppliers retain all proprietary
interests and rights in and over their own products and systems and all
trade secrets, patent rights, and ideas in relation thereto remain the exclusive
property of the Company and its suppliers. |
|
(b)
|
The Company shall indemnify the Customer against
any and all actions or claims incurred by the Customer arising out of any
actual or alleged infringement of any patent, copyright or trade secret
in respect of the Software supplied under the Contract. |
| 9. |
Insolvency. |
| |
If a petition to wind up the Customer is presented
to a court or the Customer calls a meeting of creditors or passes a resolution
for voluntary winding-up (otherwise than for the purpose of reconstruction
or amalgamation whilst insolvent), or a receiver or other similar officer
of any of the Customer's assets is appointed then the Company shall have
the right to cancel any uncompleted part of the Contract and payments for
deliveries already made shall immediately become due |
| 10. |
Force Majeure |
| |
Neither party shall be liable for failure to
perform its obligations under the Contract if such failure results from
circumstances beyond the party's control. |
| 11. |
Termination |
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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 effect any other
rights of the injured party. |
| 12. |
Law |
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Unless otherwise agreed in writing, the Contract
shall be construed and interpreted in accordance with the laws of England.
|
| 13. |
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 sale and purchase of the Software, and that no statements or representations
made by either party have been relied upon by other in agreeing to enter
into Contract. |
| 14. |
Disclaimer |
|
(a)
|
All software and associated documentation supplied
by Rushcliff Ltd is supplied "as-is". Rushcliff Ltd does not warrant any
claims made by directors, employees or any agents as to performance, functionality
or reliability of any software or associated documentation. |
|
(b)
|
Rushcliff Ltd, its directors, employees or agents
shall have no liability or responsibility to the Customer or any other person
or entity with respect to any liability, loss, or damage caused, or alleged
to be caused, directly or indirectly by any software supplied by Rushcliff
Ltd. The Customer (as the user or the purchaser of the software) assumes
the entire cost of any incidental or consequential damages resulting from
the use of the software or associated documentation. |
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