Securio Limited - Trading as "datapartners" standard
Terms and Conditions Regarding the sale and provision of Software solutions,
Web space, Web based applications, Goods, Services and Products.
1. INTERPRETATION
In these Conditions the following words have the following meanings:
"Products" Goods/Services/Applications mean any products supplied
by the Company to the Client.
"Datafile" Datafile Management Information and Accounting systems.
"The Client" the person(s), firm or company (and /or authorised
representative) who purchases the Goods / Services/Applications from the
Company;
"The customer" the person(s), firm or company who orders or
purchases the Goods / Services/ Applications from the Company;
"The Company" Securio Limited trading as datapartners; also
abbreviated in these terms as dp/dp
"Proposal" shall also include quotations, specifications, schedule,
summary’s and briefs;
"Contract" any contract between the Company and the Client
for the sale and purchase of the Goods / Services, incorporating these
Conditions;
"IPR" Intellectual Property Rights
"Website" includes but is not limited to Hosting, Web Application(s)
Webspace, email provision, domain name management and registration.
In these Conditions references to any statute or statutory provision
shall, unless the context otherwise requires, be construed as a reference
to that statute or statutory provision as from time to time amended, consolidated,
modified, extended, re-enacted or replaced.
In these Conditions references to the masculine include the feminine
and the neuter and to the singular include the plural and vice versa as
the context admits or requires.
In these Conditions headings will not affect the construction of these
Conditions.
2 - APPLICATION OF TERMS
2.1 Subject to any variation given by dp the Contract will be on these
Conditions to the exclusion of all other terms and conditions (including
any terms or conditions which the Client purports to apply under any purchase
order, confirmation of order, specification or other document or verbal
or electronic means).
2.2 No terms or conditions endorsed upon, delivered with or contained
in the clients purchase order, confirmation of order, specification or
other document will form part of the Contract simply as a result of such
document being referred to in the Contract.
2.3 These Conditions apply to all dp’s sales and products and any
variation to these Conditions and any representations about the Goods/Services
shall have no effect unless expressly agreed in writing by dp.
2.4 Each order for Goods and Services by the client from the Company
shall be deemed to be an offer by the client to purchase Goods and or
Services subject to these Conditions.
2.5 No order placed by the client shall be deemed to be accepted by the
Company until an acknowledgement of order is communicated to the client
using appropriate technology.
2.6 The client must ensure that the terms of its order and any applicable
specification are complete and accurate. No responsibility or liability
what so ever is excepted by dp in the event of client errors relating
to the accuracy of specification.
3 DESCRIPTION
3.1 dp reserves the right to control and restrict any content on the
client’s Website. We shall have sole discretion to delete and remove
without advanced notice any information deemed illegal, tortuous, false,
misleading, fraudulent, libellous, immoral or offensive. We accept no
liability what so ever for any losses or costs suffered by the client
in the event of removal of information nor do dp take any responsibility
or liability for any offense or loss caused to the Website visitor by
this action.
3.2 The client agrees to design and publish their Website as per the
direction of dp. The client acknowledges that dp may unilaterally, write
or re-write reasonable rules and regulations necessary for the orderly
operation of the Website.
3.3 Although dp shall have the right to approve the content and hyperlinks
of the client’s Website, dp assumes no responsibility to do so.
The client agrees to be solely responsible for the content of its Website
and the accuracy of all information provided therein.
3.4 With the exception of trademarked, copyrighted or other proprietary
information regarding pictures, images or logos that directly identify
the clients grants to dp an infinite, irrevocable, royalty-free, unrestricted
right to use, transfer, modify and maintain the information dp designs
for the client’s Website.
3.5 Unless otherwise specified, and except for specific proprietary materials
supplied by the client, all information and other materials now known
or devised in the future, including products, video, animations, notifications
developed or prepared for the client by dp under this agreement including
without limitation, images, copy including but not limited to SGML/HTML/CFML
code relating thereto, or any scripting code created at request of the
client and specifically produced by dp for the clients website, remains
the property of dp.
3.6 The client represents and warrants that the use, as contemplated
by this agreement of the material supplied by the client shall not infringe
any copyright, trademark, trade secret or other third party proprietary
right; and there is no impediment to the client’s performance of
its obligations hereunder.
3.7 The client acknowledges and agrees that dp may provide Websites to
other persons or businesses including those in the same or similar line
of business as the client.
3.8 In the event of default under this agreement, dp shall have the right
to terminate this agreement and remove the client’s Website from
dp’s Webserver. The client shall have no right to a refund of any
kind and will be responsible for all costs and legal fees incurred by
dp in connection with the client’s breech of this Agreement.
3.9 The client shall pay for all the Website development and related
costs specified in this agreement. The Website development fee and related
expenses are to be paid as per the agreed schedule(s) quotations and invoice(s).
Any hosting fees are to be paid to dp in advance in accordance with the
agreed schedule(s), quotations and invoice(s). Failure to comply with
the fee schedule may result in de-activation and/or deletion of the Website.
4 DELIVERY
4.1 Delivery of the Goods and Services shall proceed unless otherwise
notified in writing after submission and acceptance of the schedule and
quotation in accordance with the instructions detailed therein.
4.2 dp will use all reasonable endeavours to supply the Goods and Services
within the delivery period stipulated and agreed. Where delays to deliveries
and deadlines occur, dp will not be held liable, regardless of reason,
and dp will keep the client informed and provide a revised schedule at
their earliest opportunity.
4.3 Any dates specified by the Company for the supply of the Goods and
Services are intended to be an estimate and time for delivery shall not
be made of the essence by notice. If no dates are so specified, delivery
will be within a reasonable time.
4.4 Subject to the other provisions of these Conditions, dp will not
be liable for any loss (including loss of profit), costs, damages, charges
or expenses caused directly or indirectly by any delay in the supply of
the Goods or Services (even if caused by the Company's negligence), nor
will any delay entitle the client to terminate or rescind the Contract
unless full payment is made to all works undertaken at the date of termination,
and agree to cover all costs incurred by the company relating to the project
that have occurred or will be applied for the cancellation by the company.
Equally, dp accept no responsibility or liability for any offense or loss
caused to Website visitors from viewing any content therein regardless
of the content's legitimacy.
5 RISK
5.1 All risk is transferred upon delivery or supply of goods/services.
6 PRICE
6 1 Unless otherwise agreed by dp in writing the price for the Goods
shall be the price notified within the quotation and identified as being
part or all of the price to be paid by client for the Goods, Services
or Applications. The client agrees to pay dp the full and complete sum
for all works and supplies as agreed including all staged payment dates.
7 PAYMENT
7.1 Unless otherwise agreed in writing by dp, payment of the price for
the Goods and/or Services is due as notified. Failure to pay within the
specified time period will result in the following actions being taken:
- 30 Days - If payment is not received within this
time period, your services will be temporarily disabled. For website
hosting and domain services, a temporary "Where has my website
gone?" message will replace your home page. Visitors will have
to click on this message before they are able to access your website
and you will be emailed notification every time a visitor clicks through
to your website.
- 60 Days - If payment has still not been received
by this stage, the "Where has my website gone?" message will
still appear on your website but access to your services will no longer
be possible until payment has been received.
- 90 Days - Failure to pay by this date will result
in permanent deletion of your services. A penalty charge of £125
(+ VAT) will be required with your overdue payment to reinstate your
services. No work will be undertaken until payment in full (including
the penalty fee) has been received.
7.2 Time for payment shall be as agreed with the client. dp reserves
the right to charge additional fees for each and every overdue and outstanding
payment(s) that have exceeded the agreed credit terms. This does not prejudice
the company’s statutory legal rights or courses of action in the
event of non-payment by the client.
7. 3 dp reserves the right to withhold services and/or retract services
in the case of overdue invoices not being paid by the Client.
7.4 No payment shall be deemed to have been received and the Company
shall be under no obligation to despatch or provide goods and/or Services
until the Company has received cleared funds by way of payment therefore.
8 LIMITATION OF LIABILITY
8.1 The client agrees to hold dp, its agents harmless from and against
any and all claims and damages, expenses or liabilities that arise from
or in connection with the client’s Website/ Webspace, contents or
activities, goods and services supplied, including but not limited to,
any legal fees incurred to dp. The client’s failure to perform under
the terms shall be deemed a waiver of any and all claims, demands for
remedies, or causes of action, including specific performance. Under no
circumstances will dp be liable for lost profits, loss of turnover, sales,
revenue profits, indirect consequential or special losses, lost opportunities,
indirect, incidental or consequential damages of the client.
8.2 In no event shall dp and its agents be liable in contract or tort
(including negligence) to the client for any damages, whether direct,
indirect, consequential, exemplary, punitive or otherwise, arising out
of any service provided or arranged by dp. dp shall not be liable for
any error, omission, defect or deficiency in any service, which results
from the client’s failure to provide complete, accurate and current
information to dp. Under no circumstances shall dp and its agents be liable
to the client for any network interruptions beyond their control, including
without limitation any downtime or suspension and loss of domain access
regarding computer servers or interruption of Internet service providers,
8.3 Our aggregate liability whether under these terms and conditions
or otherwise (including liability for negligence) shall not exceed £1000.
8.4 When registering a domain name, dp’s are acting as agents for
the client and the naming authority. dp cannot guarantee that the name
requested can be registered and accepts no liability as per clauses 8.2
and 8.3.
8.5 When a domain name is registered, the client agrees to be bound by
both dp’s terms and conditions, and also those of the naming authority.
It is the sole responsibility of the client for renewal of the domain
name(s).
8.6 dp gives no warranty that the domain name requested will not infringe
the rights of any third party and the client agrees to indemnifies dp
in respect of any such infringements.
9 ASSIGNMENT
9.1 The client shall not be entitled to assign the Contract or any patented
or copyrighted product or service or any part of it without the prior
written consent of dp.
10 FORCE MAJEURE
10.1 The Company reserves the right to defer the date of delivery or
service provision or to cancel the Contract or reduce the volume of the
Goods ordered by the client (without liability to the client) if it is
prevented from or delayed in the carrying on of its business due to circumstances
beyond the reasonable control of the Company including, without limitation,
acts of God, governmental actions, war or national emergency, riot, civil
commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other
labour disputes (whether or not relating to either party's workforce),
or restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials provided that, if the event
in question continues for a continuous period in excess of 90 days, the
client shall be entitled to give notice in writing to the Company to terminate.
11 INTELLECTUAL PROPERTY RIGHTS (IPR)
11.1 The client agrees to preserve the IPR of dp at all times, and that
no contract for supply of goods and/or services involves loss of IPR by
dp unless expressly offered as part of the contract stipulated in the
proposal/schedule/quotation supplied by the Company.
11.2 Where goods and/or services are provided as components to the client
for further development works, IPR conditions may be stipulated by schedule/Proposal/quotation;
however IPR of the source code for those components generated by dp shall
always remain with dp.
11.3 In the event of the assets of the client being sold as a result
of acquisition or liquidation the license to use any application created
by dp and any proprietary code developed by dp used within the application
will be subject to a re-negotiation fee before use.
12 COPYRIGHT WARRANTY INFORMATION
12.1 I do hereby grant datapartners unlimited license to use all text,
images, video and audio materials provided in all Internet formats now
known or devised in the future. Licensing rights for all text, images
video and audio materials, except those deemed proprietary to said company,
are assigned to dp. I also warrant that the company herein will save and
hold harmless dp and its agents from any and all copyright infringement
judgements resulting from unlawful use of images and property in the company’s
Website.
12.2 The description of the Goods and Services shall be as set out on
the Company's website, email correspondence and literature or by specification
agreed with the client.
12.3 All drawings, descriptive matter, specifications and advertising
issued by the Company and any descriptions or illustrations contained
on the Company's Website are issued or published for the sole purpose
of giving an approximate idea of the Goods described in them. They will
not form part of this Contract.
13 Datafile Software and Support
13.1 Datafile Gold Upgrade Contracts
13.1.1 - Datafile Gold Upgrade Contracts cover software updates and statutory
amendments required by law. They are delivered annually on a CD-ROM. Payroll
users receive an additional CD before the Tax year-end, which updates
Tax and NI, tables as well as end of year P60 printout masks.
13.1.2 - Gold Contracts are mandatory for Diamond and Premier level systems.
13.1.3 - Upgrades where a Gold Contract has lapsed are liable to system
upgrade fees in addition to level and Gold renewal fees.
13.1.4 - Contracts must be paid for by the Renewal date. Failure to do
so will incur additional set-up charges to recommence the contract.
13.1.5 - Cancellations, in writing, must be received 30 days before the
renewal date to qualify for a refund.
14. Datafile Telephone Support
14.1 - A telephone in the immediate vicinity of the supervisor's/administrators
computer is essential.
14.2 - All rates quoted relating solely to the provision and supply of
Datafile and Datafile support, are exclusive to Datafile only and do not
cover any application(s) products or services other than Datafile.
14.3 - The scope of telephone support does not extend to advice on management,
accounting operations or online services.
14.4 - The client is solely responsible for their Data at all times and
must make adequate back-up copies on a frequent basis.
14.5 - datapartners cannot be held responsible for any loss or expenses
as detailed in clause 8, and cannot be held responsible for data loss
for any reason.
14.7 - Support at all levels cannot be maintained where system configurations
are changed without prior notification to and approval from datapartners.
14.8 - Telephone support is made available between the hours of 9.00am
– 5.00pm, Monday to Thursday and 9.00am – 2.30pm Friday excluding
public holidays, at the agreed price between the client and the customer.
Additional telephone support may be available at an addition to any standard
agreement.
14.9 - The Client must have, or be undergoing training for, a basic working
knowledge of computers including Microsoft Windows ™ operating systems
and applications.
14.10 - Support calls made without a telephone support agreement will
be charged at a rate of £1.50 pound per minute, with a minimum charge
of £10.00 + vat per call
14.11 - On site support for whatever reason would be chargeable at the
standard rate of £90.00 per hour plus travelling time unless varied
by the company to the client in writing.
Copyright: Securio Limited t/a datapartners - 2001 to 2010. |
