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| 1 |
All software support services provided by the Company are subject to the
following express terms and conditions |
| 2 |
Definitions |
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"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 |
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All charges are quoted exclusive of Value Added Tax which is payable in
accordance with current legislation |
| 4 |
Support Services |
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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
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Support Services not Included |
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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 |
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Warranty and Limit of Liability |
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(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 |
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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 |
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Payment Terms |
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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 |
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Unnecessary Services Calls |
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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 |
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There will be no increase for the first 12 months from the Commencement
Date. |
| 11 |
Renewal |
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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 |
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Three months notice is required to terminate this Contract |
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Force Majeure |
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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 |
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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 affect any other rights of the injured party
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| 15 |
Law |
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Unless otherwise agreed in writing, the Contract shall be construed and
interpreted in accordance with the laws of England |
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Entire Agreement |
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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 |
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