In this document the following words shall have the following meanings:
“Buyer” means the organisation or person who buys Goods or services;
“Goods” means the hardware or software products to be supplied to the Buyer by the Seller;
“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
“Seller” means Computech IT Services Ltd or associated Companies.
These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
Where credit is offered, payment of the balance shall be due within 30 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller.
The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2 per cent per annum above the base rate of the National Westminster Bank (UK PLC)
If payment of the balance or any part thereof is not made by the due date, the Seller shall be entitled to require payment in advance of delivery in relation to any Goods not previously delivered and refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery.
Should the seller be required to pursue the buyer for non-payment, all costs including those for collection and legal fees shall be payable by the buyer
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the supplied goods or software may vary in specification.
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
RETURN OF UNUSED GOODS
All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.
Any returns must be authorised by a representative of the Seller before any credit will be given.
Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any goods that are damaged in any way.
Credit of amounts due or paid in will only be given for goods that are in saleable condition.
Software and licenses for that software may not be returned or refunded, once installed or registered.
SUPPORT of PLUGINS & SYSTEM ACCESS
Computech reserve the right to obtain licensing and user data from the customer via the installed plugin. This data will only be utilized for license protection and troubleshooting / bug fixes.
Support is mandatory for BME ERP Products. This is due to the licensing of the platform. Should you decide to cease your support, or your support expires, you must uninstall the product by the date specified as the expiry date of your current support cycle.
Support provides telephone, e-mail and remote access support for all users.
Data loss is not covered, so it is important that procedures are in place to ensure backups are employed to protect your data. We can provide assistance and support in this area to ensure you have the best possible protection.
Support is provided to ensure bug fixes or issues are resolved and assistance provided for end users where difficulties are experienced, assistance with data recovery, (should there be a server crash or any other form of data corruptive accident), user error correction, (subject to a fair usage policy, where if the same user continuously makes the same errors, we will suggest that a training session be undertaken) and general assistance and advice when requested.
A valid support contract will also give you a free upgrade to the latest version of BME. All you will pay for is the transfer of data to the new system, the transfer of any custom development elements and if required, an upgrade to the latest version of FileMaker Pro.
We may ask for remote connections to be set-up via a VPN, or by opening ports 5003 on your firewall and we can also provide a persistent connection to your server using our remote support tools.
An annual increase relating to the rate of inflation will be applied to your support contract upon your annual renewal.
NONE PAYMENT of SUPPORT FEES
Computech will continue to support the customer for a period of one month following the due date of the support renewal. Should payment not be received by this time, Computech reserve the right to discontinue support services. Upon receipt of payment, there will be a seven day period before Computech will re-commence the support services.
CANCELLATION of SUPPORT AGREEMENT
Support contract will run on an annual basis. The support fee is chargeable in advance. Cancellation of the support contract for customers with FileMaker Pro 13, will not be able to cancel the proportion of the contract that covers their FileMaker License renewal if it has been provided by Computech, until the end of the period for which they have been issued.
90 days’ notice of cancellation must be provided in writing.
Payment terms may be requested as quarterly, 6 monthly or annual payments. The payments amounts for 6 monthly or quarterly will be greater annually than one annual payment.
Customers making payment on an advanced monthly basis, will be required to pay the outstanding invoice balance, the total of which is indicated on the invoice, issued at the time of the commencement of the current contract.
LIMITATION OF LIABILITY
The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England.