Terms and Conditions
1. Interpretation and Definitions
- 1.1 The following definitions shall apply in these terms and conditions
- 1.1.1 Cancellation Form: shall have the meaning set out in clause 10.1.
- 1.1.2Contract Term: shall have the meaning set out in clause 14.2 or in the absence of such a term within the order form, the Contract Term shall be considered to be 12 months.
- 1.1.3 Customer: is the person, firm or company by whom an order is given to the Supplier as named on the Order Form.
- 1.1.4 Delivery Confirmation: means a certificate (in the Supplier’s standard form from time to time) to confirm that the Customer has taken delivery of the Software Products.
- 1.1.5 Force Majeure Event: has the meaning given to it in clause 21.1.
- 1.1.6 IPR: means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- 1.1.7 Location(s): means the address (or, if more than one, each address) of the Customer set out in the Order Form.
- 1.1.8 Number of Users: means the maximum number of users of the Software, as stated under ‘Users’ on the Order Form.
- 1.1.9 Order Form: means the original sheet provided by the Supplier which sets out the names of the parties and certain other terms and conditions of this Agreement.
- 1.1.10 Original Registered User: means the person who is named as principal contact on the Order Form, or is otherwise specified by written notice to the Supplier.
- 1.1.11 Price: shall mean the price for the Supply during each relevant Contract Term with the addition of any sums payable as provided herein.
- 1.1.12 Services: are the services as defined in the Order Form.
- 1.1.13 Software: means the machine-operable version of the computer software package set out in the Order Form, including any updates, upgrades or replacements provided from time to time by the Supplier.
- 1.1.14 Software Products: means the Software and User Guide which may be supplied to the Customer pursuant to the Order Form
- 1.1.15 Software Licence: is a licence to use the Software in accordance with these terms.
- 1.1.16 the Supplier: is Dye & Durham (UK) Limited (formerly Easy Convey Limited).
- 1.1.17 Supply: is the supply of Services, Software Products, a Software Licence or some combination thereof pursuant to the Order Form
1.1.18 User Guide: means the user guide or other materials (whether in printed or machine readable form) intended to help with the installation or use of the Software including any updates or replacements provided from time to time by the Supplier;
2. The Agreement
- 2.1 These terms and conditions shall govern the agreement between the Supplier and the Customer which provide for the Supply during each Contract Term.
- 2.2 The warranties, conditions, representations and other terms agreed in writing between the parties, in these terms and conditions and upon the Order Form are together herein referred to as “the Agreement” and represent the entire agreement between the Supplier and the Customer with regards to the Supply and supersedes all prior agreements, communications, and representations made by either party.
- 2.3 The headings in these terms and conditions do not form part of the Agreement and shall not affect the interpretation thereof.
- 2.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
3. Orders and Acceptance
- 3.1 Neither the Supplier’s quotations nor its provision of the items under clause 3.2 constitute offers made by the Supplier.
- 3.2 On receipt of an enquiry from a prospective Customer, the Supplier shall provide to the prospective Customer these terms and conditions and the Supplier’s Order Form. The Customer shall complete as necessary, sign and return the Order Form (which, for the avoidance of doubt, shall constitute an offer).
- 3.3 Upon receipt of a duly completed Order Form, the Supplier may, at the Supplier’s discretion, communicate its acceptance by providing written notice to the Customer.
- 3.4 No Order Form is binding on either party until accepted by the Supplier pursuant to clause 3.3.
- 3.5 Orders accepted by the Supplier under this clause 3 are not subject to cancellation by the Customer except upon the written approval of the Supplier.
4. Order Alteration
- 4.1 The Customer may at any time request an alteration to the Supply, including, but not limited to increasing or decreasing the Number of Users. Upon receiving such a request in writing, the Supplier shall be entitled, but not obliged to vary the terms of this Agreement at the Supplier’s absolute discretion, including but not limited to Price and delivery implications. The Supplier shall then communicate the proposed alteration to the terms to the Customer.
- 4.2 In order for the Customer to alter the Supply by decreasing the Number of Users, in accordance with clause 4.1, any alteration will not be granted unless 90 days’ notice is given, in writing, to the Supplier.
- 4.3 Where, following the Supplier informing the Customer of the proposed alteration to the terms, the Customer does not expressly communicate its confirmation of a variation, but acts in a manner that may be reasonably interpreted as indicating confirmation, the Customer is deemed to have accepted the variation. Unless and until the Customer accepts the variation from the Supplier, the relevant order and terms of the Agreement shall remain unaffected. The Supplier reserves the right to make a reasonable charge for time spent in providing a written quotation under this clause, notwithstanding that the Customer does not proceed with its initial request.
- 5.1 Where the Supplier performs Services or supplies Software Products, the Supplier relies upon the Customer providing all necessary and accurate particulars and information.
- 5.2 It shall be the Customer’s sole responsibility to rectify any errors or omissions contained in such particulars and information supplied at any time by the Customer. The Supplier shall not be liable for any damage or loss occasioned by the Customer due to any errors or omissions in the information provided by the Customer.
- 6.1 This section applies only where Supply includes rental of Software Products.
- 6.2 The Supplier shall at all times retain ownership of the Software Products and all subsequent copies thereof regardless of form.
- 6.3 On termination of the Agreement, all Software Products, insofar as it is possible to do so, shall be returned to the Supplier or destroyed pursuant to clause 23.4.
7. Intellectual Property Rights
- 7.1 All IPR in the Software Products, drawings, illustrations, specifications or other materials supplied by the Supplier remains vested at all times in the Supplier, and the Customer shall have no rights in or to any IPR in the Software Products other than the right to use it in accordance with the terms of the Software Licence.
- 7.2 The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software Products (or any part thereof) in accordance with the terms of this Agreement infringes the UK IPR of a third party (“IP Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 7.2 shall not apply where the IP Claim in question is attributable to possession or use of the Software Products (or any part thereof) by the Customer other than in accordance with the terms of this Agreement, use of the Software in combination with any hardware or software not specified by the Supplier.
- 7.3 If any third party makes an IP Claim, or notifies an intention to make an IP Claim against the Customer, the Supplier’s obligations under clause 7.2 are conditional on the Customer:
- 7.3.1 as soon as reasonably practicable, giving written notice of the IP Claim to the Supplier, specifying the nature of the IP Claim in reasonable detail;
- 7.3.2 not making any admission of liability, agreement or compromise in relation to the IP Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
- 7.3.3 giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the IP Claim; and
- 7.3.4 subject to the Supplier providing security to the Customer to the Customer’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the IP Claim.
- 7.4 If any IP Claim is made, or in the Supplier’s reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
- 7.4.1 procure for the Customer the right to continue to use the Software Products (or any part thereof) in accordance with the terms of this Agreement;
- 7.4.2 modify the Software Products so that they cease to be infringing;
- 7.4.3 replace any infringing Software Products with non-infringing software; or
- 7.4.4 terminate the Agreement immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software Products to the date of termination) on return of the Software Products and all copies thereof, provided that if the Supplier modifies or replaces the Software Products, the modified or replacement Software Products must comply with the warranty at clause 17.3 and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this Agreement been references to the date on which such modification or replacement was made.
- 7.5 This clause 7 constitutes the Customer’s exclusive remedy and the Supplier’s only liability in respect of IP Claims and, for the avoidance of doubt, is subject to clause 18.
- 8.1 Any Software Products, drawings, illustrations, specifications or other material supplied by the Supplier to the Customer are highly confidential and must not be communicated in any manner or form to a third party without the prior written permission of the Supplier.
9. Price and Payment Terms
- 9.1 The Price for the Supply shall be as confirmed in the Order Form, except as otherwise provided for herein and is exclusive of any necessary travel and subsistence costs of the Supplier. Unless otherwise stated, the Price is exclusive of Value Added Tax and all applicable taxes, duties, tariffs and charges of any nature whatsoever imposed in any country or territory, either directly or indirectly, for which the Customer shall be responsible.
- 9.2 The Price shall be fixed for the initial Contract Term only.
- 9.3 The Customer shall not be entitled to make any deduction from the Price in respect of any alleged rights to set-off, or counter-claims unless both the validity and the amounts thereof have been expressly admitted by the Supplier in writing.
- 9.4 The Supplier shall provide an invoice in respect of the forthcoming Contact Term prior to the commencement of each relevant Contract Term.
- 9.5 The Customer shall pay each invoice supplied in accordance with the Order Form or otherwise within fourteen days of the date of the relevant invoice.
- 9.6 Unless otherwise agreed in writing by the Supplier, payment is to be made by direct debit in such form as the Supplier requires from time to time.
- 9.7 In the event of any payments becoming overdue the Supplier shall be entitled to charge interest on the amount remaining overdue at the rate of five per cent over Barclays Bank Plc. Base Rate from the date when the payment becomes due (whether demanded or not) until the overdue amount is paid. The Supplier reserves the right to suspend its performance of the Agreement, including the Supplier’s right to limit the Customer’s use of the Software to ‘read-only’ until due payment is made and/or to cancel allowance of further credit in the event of any payments not being made when due or if the Supplier at its discretion at any time considers the financial circumstances of the Customer have ceased to justify the terms allowed.
- 9.8 Time of each payment shall be of the essence.
- 9.9 Without prejudice to any other provision of these terms and conditions, if any Price or other payment payable by the Customer is not paid by the relevant due date, the Supplier shall be entitled in its absolute discretion to:
- 9.9.1 require the Customer to pay all future instalments in advance (for the avoidance of doubt, this includes payment of the full Price due for the following Contract Term where the failure to pay occurs within the last 90 days of a Contract Term); and/or
- 9.9.2 terminate the Agreement, on giving 14 days’ notice of the same to the Customer.
10. Money Back Guarantee
- 10.1 If, within 90 days of the Supplier accepting an Order from the Customer, in accordance with the above clause 3.3, the Customer notifies the Supplier in writing that the Supply is not suitable for the purpose(s) for which the Customer purchased it, subject to the following clause 10.2, the Supplier shall send to the Customer a Cancellation Form. Upon receipt of the Cancellation Form, the Customer shall complete and sign the Cancellation Form and return the same to the Supplier within 7 working days from the date of issue of the Cancellation Form.
- 10.2 The Customer’s entitlement to cancel the Supply in accordance with clause 10.1 shall be strictly subject to the Customer having used the Supply and/or the Software exclusively in connection with it’s ordinary business for twenty two consecutive days (excluding weekends and bank holidays) during the first ninety days from the date on which the Supplier accepted the Order in accordance with the above clause 3.3.
- 10.3 Upon cancellation in accordance with this clause 10, the provisions of clause 23 shall apply.
- 10.4 Within 15 working days from receipt by the Supplier of a duly completed Cancellation Form from the Customer and satisfactory evidence of the Customer having used the Supply in accordance with clause 10.2, the Supplier shall authorise a refund of the full amount paid by the Customer for the Supply.
11. Customs Duties and Taxes
All Customs and Excise duties import and/or export duties and all other taxes, tariffs and surcharges of any nature whatsoever now or hereafter levied or imposed in any country or territory either directly or indirectly in respect of the Supply shall be borne by the Customer and except as otherwise agreed in writing by the Supplier are additional to the Price.
12. Software Licence and Usage
- 12.1 This section applies only where Supply includes the grant of a Software Licence and rental of Software Products.
- 12.2 In consideration for the Price paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive licence for each relevant paid-for Contract Term to use the Software Products.
- 12.3 The Supplier shall use its reasonable endeavours to deliver one copy of the Software and one copy of the User Guide to the Customer to the Location by the date set on the Order Form. Time for delivery shall not be of the essence. The Supplier shall not be liable for any delay in delivery of the Software that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Software. The Customer shall sign and date the Delivery Confirmation immediately upon such delivery and shall immediately return the same to the Supplier.
- 12.4 The Software shall be delivered to the Customer locked by a security lock. The lock shall be de-activated once the Customer has paid the Price due. If the Supplier becomes aware that or reasonably suspects that the Customer has breached any term set out in the Agreement, it reserves the right to re-activate the lock until such matter has been resolved.
- 12.5 If the Supplier fails to deliver the Software, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement software of similar description and quality in the cheapest market available, less the price of the Software. The Supplier shall have no liability for any failure to deliver the Software to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Software or any relevant instruction related to the supply of the Software.
- 12.6 From the time the Software Products are delivered to the Customer, the Customer will be responsible for the safety and security of the Software Products. The Supplier will not be responsible for any loss or damage to the Software Products, or any medium on which it is stored, once they are delivered to the Customer.
- 12.7 Subject to the Customer holding a valid Software Licence in accordance with these terms, the Customer shall be permitted to:
- 12.7.1 load the Software into and use it on the same number of computers under the Customer’s control as the Number of Users;
- 12.7.2 transfer the Software from one computer to another provided the Software is used on a number of computers which is no more the Number of Users at any one time;
- 12.7.3 install and use the Software Products at the Location(s) only;
- 12.7.4 use the Software on a computer network provided they have purchased Software for a sufficient Number of Users equal to the maximum number of copies of the Software in use on that network at any one time; and
- 12.7.5 make up to 2 copies of the Software for back-up purposes only in support of the permitted use. All copies must reproduce and include the Supplier’s copyright notice.
- 12.8 The permitted use of the Software Products is only for the purposes of Customer’s own internal business purposes and subject to any specific restrictions set out in the Order Form.
- 12.9 The Customer may transfer the use of the Software Products from any Location to any other location provided it notifies the Supplier in writing before it does so and that the number of locations at which the Products are installed and in use remains the same.
- 12.9.1 The Customer is not permitted except as expressly permitted by the Agreement and save to the extent and in the circumstances expressly required to be permitted by law, to rent, lease, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Software Products or use, reproduce or deal in the Software Products or any part thereof in any way without the prior written consent of the Supplier, sub-license, assign or novate the benefit or burden of the Software Licence in whole or in part; or without the prior written consent of the Supplier, allow any of the Software Products to become the subject of any charge, lien or encumbrance.
- 12.10 The Customer shall permit the Supplier to monitor the use of the Software Products by the Customer at all reasonable times. The Supplier may upon reasonable notice send its representatives to any of the Locations to verify compliance with these terms and conditions and the Customer hereby irrevocably consents to the Supplier’s representatives entering the Location and any other of its premises for this purpose. The Supplier is under no obligation to monitor the use of the Software Products.
- 12.11 The Supplier shall have the right to make any changes to the Software Products which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Software Products, and the Supplier shall notify the Customer in any such event.
13. Supply of Services
- 13.1 This section applies only where Supply includes provision of Services.
- 13.2 The Supplier shall supply the Services to the Customer in accordance with the Order Form.
- 13.3 The Supplier shall use all reasonable endeavours to meet any performance dates specified on the Order Form or agreed with the Customer but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- 13.4 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
- 13.5 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
14. Duration and Renewal
- 14.1 Except as otherwise agreed in writing, the Agreement shall commence from the date on which an Order Form is provided and shall continue in force until it is terminated in accordance with the Agreement.
- 14.2 Each term of the Agreement shall last for the period of time stated in the Order Form (a “Contract Term”).
- 14.3 Unless the Agreement is terminated in accordance with this clause or clause 21, the Agreement shall automatically renew for the same Contract Term commencing immediately from the end of the preceding Contract Term.
- 14.4 Except as otherwise agreed in writing, each Contract Term shall be for the same duration as, and subject to the same terms as the preceding Contract Term.
- 14.5 Either party may terminate the Agreement from the end of the relevant Contract Term by providing written notice to the other party not later than 90 days before the end of the relevant Contract Term.
15. The Supplier’s Responsibilities
- 15.1 The Supplier shall:
- 15.1.1 perform its obligations under the Agreement using reasonable skill and care;
- 15.1.2 provide suitably skilled and appropriately experienced personnel to carry out the work under the Agreement;
- 15.1.3 use all reasonable endeavours to ensure that its staff complies with the Customer’s site procedures and regulations when at the Customer’s premises.
16. The Customer’s Responsibilities
- 16.1 The Customer agrees to:
- 16.1.1 provide adequate office accommodation and full access to areas of its site to enable the Supplier to perform its obligations under the Agreement;
- 16.1.2 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Software Products and/or Services, and ensure that such information is accurate in all material respects before the date on which the Services are to start or Software Products are to be supplied;
- 16.1.3 co-operate with the Supplier in all matters relating to the Services;
- 16.1.4 supply any hardware necessary and to keep it insured and in good working order;
- 16.1.5 ensure that any software or documentation with which the Supplier needs to work or modify is legally licensed to the Customer and/or that the Supplier is authorised to access, use or modify it as applicable;
- 16.1.6 ensure that the number of users of the Software does not exceed the Number of Users; and
- 16.1.7 notify the Supplier as soon as it becomes aware of any unauthorized access, use or copying of the Software Products (or part thereof) by any person.
- 17.1 This section applies only where Supply includes rental of Software Products.
- 17.2 The Supplier warrants that the Software Products will be supplied free from material defects in materials and workmanship under normal use for a period of 90 days after the date of original purchase (“the Warranty Period”). If a defect in the Software Products shall occur during the Warranty Period they may be returned with proof of purchase to the Supplier who will replace it free of charge.
- 17.3 The Supplier warrants that the Software will perform substantially in accordance with its User Guide (provided that the Software is properly used on the computer and with the operating system for which it was designed) and that the User Guide correctly describes the operation of the Software in all material respects. If the Supplier is notified of significant errors during the Warranty Period it will correct any such demonstrable errors in the Software or its User Guide within a reasonable time or (at its option) provide or authorise a refund (against return of the Software and its User Guide).
- 17.4 The above represent the Customer’s sole remedies for any breach of the Supplier’s warranties.
- 17.5 The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Agreement. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
- 17.6 The Supplier does not warrant that the Software will meet the Supplier’s requirements or that the operation of the Software will be uninterrupted or error-free.
18. Limitation of Liability and Consequential Loss
- 18.1 The Customer agrees that it shall be the sole responsibility of the Customer to determine the suitability of any Software or Services for its requirements and their compliance with applicable laws, regulations, codes and standards and the Customer assumes risks pertaining thereto.
- 18.2 Apart from the Supplier’s legal liability for damages for physical injury or death where caused by material defects in the Software or due to the negligence of the Supplier or its employees acting within the course of their employment and the scope of their authority, the total legal liability of the Supplier to the Customer for all claims arising out of or in connection with the Agreement will not, under any circumstances, exceed in the aggregate the total Price payable for the relevant Contract Term by the Customer under the Agreement.
- 18.3 The Customer acknowledges and accepts that it is reasonable for the Supplier to limit its legal liability to pay damages as set out in these conditions.
It is the sole responsibility of the Customer to effect its own insurance cover for all Software and Services. The Customer agrees that insofar as it may require any insurance cover, the Customer shall effect the same, such cover to include without prejudice to the generality of the foregoing: economic and other consequential or indirect loss or damage. The Customer hereby agrees and acknowledges that it will procure that the Customer’s insurers shall in no circumstances whatsoever have any rights or remedies against the Supplier in addition to those of the Customer.
20. Indemnity – Third Party Claims
The Customer agrees to indemnify the Supplier against any loss, damage, costs, claims or expenses incurred by the Supplier arising out of or in connection with carrying out any requests of the Customer or working with Software and/or hardware products supplied by the Customer in performance of the Agreement.
21. Force Majeure
- 21.1 For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- 21.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event.
- 21.3 If the Force Majeure Event prevents the Supplier from providing any of the Supply and/or Software for more than 12 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the Customer.
- 22.1 Without prejudice to its other rights in law or equity, either party will immediately become entitled to terminate the Agreement forthwith by notice in writing to the other party where the other party:
- 22.1.1 commits a material breach of its obligations under the Agreement and, upon receiving written notification of such breach, fails to remedy such breach within 30 days (if capable of remedy);
- 22.1.2 is involved in any legal proceeding concerning its solvency or commences liquidation (except for the purposes of reconstruction) or ceases or threatens to cease trading, or if serious doubt arises as to its solvency;
- 22.1.3 seeks or enters into any composition or arrangement for the benefit of its creditors or convenes a meeting for the purpose of making such arrangement or composition or suffers or permits any distraint or distress proceedings or an encumbrancer takes possession of all or any part of its assets or undertakings or if it takes or suffers any similar action in consequence of debt or a judgement is entered and is not paid out within seven days;
- 22.2 If the Supplier becomes entitled to terminate the Agreement for any reason, any sums then due to it will immediately become payable in full.
23. Effect of Termination
- 23.1 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
- 23.2 On termination for any reason, all rights granted to the Customer under the Agreement shall cease save only that the Customer shall be entitled to retain ‘read-only’ access to the Software strictly for the purpose of viewing, downloading and otherwise retrieving documents created during the Contractual Term.
- 23.3 On termination for any reason, subject to the right to access a ‘read-only’ version of the Software pursuant to 23.2 above:
- 23.3.1 the Customer shall cease all activities authorised by the Agreement, which for the avoidance of doubt includes but is not limited to the Customer’s use of any template documents provided by the Supplier during the course of the Contract Term and the Customer shall indemnify the Supplier in respect of any such use of template documents by the Customer post-termination of this agreement;
- 23.3.2 the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Agreement; and
- 23.3.3 the Customer shall immediately destroy or return to the Supplier (at the Supplier’s option) all copies of the Software Products then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so save as specifically provided for by clause 23.4;
- 23.4 The Customer may retain and use a single copy of the Software on disk, tape or other similar medium in order to transfer any of the Customer’s data held by the Software. The Customer must use all reasonable endeavours to perform such transfer as soon as is possible upon termination, and on completion of said transfer, must destroy or return the Software pursuant to clause 23.3.3.
- 23.5 Any provision of the Agreement which expressly or by implication is intended to come into or continue in force on or after termination of the Agreement including:
- 23.5.1 clause 8 (Confidentiality);
- 23.5.2 clause 18 (Limitation of Liability and Consequential Loss);
- 23.5.3 clause 20 (Indemnity – Third Party Claims);
- 23.5.4 this clause 23 (Effect of Termination);
- 23.5.5 clause 24 (Assignment);
- 23.5.6 clause 25 (Notices and Consents); and
- 23.5.7 clause 27 (English Law and Jurisdiction) shall remain in full force and effect.
- 24.1 The Supplier may sub-contract performance in any of its obligations under this Agreement by written notice to the Customer.
- 24.2 The Supplier may assign this Agreement or any of its rights or obligations provided that it notifies the Customer that it has done so and following such notification the Customer acknowledges that it will make all payments and owe all rights and obligations under this Agreement to such assignee.
- 24.3 The Customer shall not assign or otherwise transfer all or any of its rights, interests or obligations under the Agreement without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.
25. Notices and Consents
- 25.1 Except as otherwise provided in this Agreement, all notices, agreements and consents under these terms and conditions shall be in writing and shall be sent to the address of the recipient set out in the Order Form or to such other address as either party shall notify to the other in accordance with this clause. Any such notice, agreement or consent may be delivered by hand, first class post (if both parties are within the UK), airmail (if one of the parties is overseas), fax or e-mail and shall be deemed to be delivered:
- 25.1.1 if sent by hand when delivered;
- 25.1.2 if by first class post 48 hours after posting;
- 25.1.3 if by airmail 7 days after posting; and
- 25.1.4 if by fax or e-mail when dispatched provided that a confirmatory copy is immediately dispatched by first class post or airmail (as appropriate).
26. Waiver and Amendment
- 26.1 The rights of the Supplier shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver of any breach shall operate as a waiver of any subsequent breach.
- 26.2 The Supplier shall be entitled to vary the terms of this agreement from time to time in accordance with its ordinary course of business and subject to written notice to the Customer. No amendment or addition to the Agreement shall be binding on the Supplier unless agreed in writing by a duly authorised representative of the Supplier.
If any term or condition herein or part thereof is held to be invalid for any reason by any Court or competent authority it shall, to that extent, be deemed removed from the Agreement without prejudice to the validity or other effectiveness of the remaining terms and conditions.
28. English Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non- contractual disputes or claims).
29. Co Operation with external authorities
In any instance where the supplier is communicated to, in writing, by an external public authority, including but not limited to the Solicitors Regulation Authority (SRA), requesting co operation over access to a Customer database, this shall be granted in accordance with the Law.
30. Direct Debit
The supplier reserves the right to charge a monthly fee of £5 for clients who opt to pay by BACS, Cheque or any means other than Direct Debit. Please sign up at https://pay.gocardless.com/AL0001QW4815N3
31. General Data Protection Regulations (GDPR)
The Supplier will not be liable for any breaches of the General Data Protection Regulations by a customer with or without the use of the supplier’s software.