Terms and Conditions of Rushcliff Ltd Applications Software Sale

Version 1.05

1.1.            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.

1.2.            If the Customer is provided with access to the PPS-Online by the Company and the Customer uses the log-in details provided to access the Software, this indicates acceptance of these terms and conditions.

1.3.            Definitions

1.3.1.          "Company" shall mean Rushcliff Ltd. 

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

1.3.3.        "Contract" shall mean the agreement between the Company and the Customer.

1.3.4.        "Bespoke Software" shall mean the application software and materials written by and supplied by the Company under the Contract.

1.3.5.        “Private Practice Software”, also known as “PPS”. The software for which the customer purchases a licence to use. This is an “off-the-shelf” package the core functionality of which is not customised to suit the client’s own specific requirements. As such the customer purchases a licence to use the software and not the rights to own the software.

1.3.6.        “PPS Online” shall mean a copy of the PPS that is hosted on an on-line server (the location, configuration and specification of which are at the company’s discretion.

1.3.7.        “Software Licence Purchase” shall mean a one off payment to use PPS indefinitely. This licence purchase may be paid for over a period of months at the company’s discretion.

1.3.8.        “Software Licence Lease” shall mean a periodical payment (typically monthly) for use of the software with no indefinate rights to use the software. If this type of payment ceases, then the Customer’s right to use the software also ceases.

1.4.            Application and Utility Software

1.4.1.        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.

1.5.            Prices and Payments

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

1.5.2.        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.

1.5.3.        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.

1.5.4.        “Software Licence Purchase - Monthly Payments. Where an “indefinate” licence for the software is purchased, 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 or up to 10% of the Annual fee at the company’s discretion. 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. For this proposal, this clause will not be used as the software will be under the category of “PPS-Online” which is under the category of clause 9.5.5 below.

1.5.5.        “Software Licence Lease” – where The Software is used under this arrangement, the Company has agreed to allow the Customer to pay a lease fee periodically (typically monthly). This payment will remain in place until the company or the customer terminate the arrangement in a valid way under the terms of the contract. All charges are payable monthly in advance. Payment can be made either by credit or debit card or bank transfer. For credit or debit card payments 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. For bank transfer payments, the Customer will be responsible for issuing the instruction to their bank each month to make the payment. 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 the Company reserves the right to terminate the licence to use the software with immediate effect.

1.6.            Passing of Risk and Property

1.6.1.        Risk in the Software shall pass to the Customer on delivery.

1.6.2.        Property in the Software shall remain with the Company until payment in full has been made by the Customer.

1.6.3.        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.

1.7.            Delivery

1.7.1.        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.

1.8.            Warranty and Limit of Liability

1.8.1.        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.

1.8.2.        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.

1.9.            Patents, Designs and Copyright

1.9.1.        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.

1.9.2.        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.

1.10.          Insolvency.

1.10.1.      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

1.11.          Force Majeure

1.11.1.      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.

1.12.          Termination

1.12.1.      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.

1.13.          Law

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

1.14.          Entire Agreement

1.14.1.      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.

1.15.          Disclaimer

1.15.1.      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.

1.15.2.      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.