Terms and Conditions of Rushcliff Ltd Applications Software Support

v1.07

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

2.2.            Definitions

2.2.1.        "Company" shall mean Rushcliff Ltd

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

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

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

2.2.5.        "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

2.2.6.        "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

2.3.            Value Added Tax

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

2.4.            Support Services - The following support services will be provided by the Company:

2.4.1.        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

2.4.2.        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

2.4.3.        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

2.4.4.        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

2.4.5.        Telephone support

2.4.5.1.    Support provided by telephone shall include:

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

• Responses to questions relating to "how to use" the Software

• Access to programmers and system developers for problem definition

• The development on a "reasonable endeavour" basis of a temporary fix or an emergency bypass if the problem is time critical

2.4.5.2.    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

2.4.6.        On-line Support - If the Customer has the appropriate equipment the above services may be provided by remote access at the Company's discretion.

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

2.4.8.        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

2.5.            Support Services not Included

2.5.1.                The support services provided shall not include the following:

• The making of any changes or alterations to the Software, other than to correct Faults

• The correction of faulty operation due to operator error or misuse of Software

• The correction of a Fault caused by the Customer's actions

• The correction of a Fault caused by the operating systems and third party software

• The correction of a Fault caused by hardware

• Visits by Company personnel to a Customer’s place of work

• Installation, or re-installation of the software at the Customer's request.

2.6.            Warranty and Limit of Liability

2.6.1.        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

2.6.2.        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

2.7.            Customer Covenants

2.7.1.                The Customer agrees:

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

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

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

• To have on-site personnel trained in the use of the Software unless otherwise agreed

• To ensure that the software is installed and running on suitable hardware (and network where appropriate) and that the hardware and network has sufficient capacity and performance to run the software effectively

2.8.            Payment Terms

2.8.1.                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

2.9.            Unnecessary Services Calls

2.9.1.                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 UK£60.00 per call and a further UK£60.00 for each additional hour or part thereof for time spent by the Company personnel as a result of the call

2.10.          Cost Increases

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

2.11.          Renewal

2.11.1.              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.

2.12.          Term

2.12.1.      In the case of an annual support contract, three months notice is required to terminate the Contract

2.12.2.      In the case of a PPS Online system whereby the support services are included as part of the software lease, one month notice is required to terminate the contract

2.13.          Force Majeure

2.13.1.              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

2.14.          Termination

2.14.1.              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 affect any other rights of the injured party

2.15.          Law

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

2.16.          Entire Agreement

2.16.1.              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 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