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Software
Development Terms & Conditions
1. DEFINITIONS and INTERPRETATION
1.1 Definitions
The terms used have the meanings given in the Particulars and
are as follows:
1.1.1 Confidential Information means information relating to
the Customer his business or his method of business;
1.1.2 the Interest Rate means statutory interest under the
late payment legislation, which is Bank of England base rate
for the relevant six month reference period plus 8%.
1.1.3 the Business means The Next Level Systems Ltd.
1.1.4 the Customer means the customer identified in the
Particulars document issued by the Business at the outset of
the project
1.2 Joint and several liability
If the Customer comprises more than one person or entity its
rights and obligations under this Agreement shall be joint and
several.
1.3 Gender and singular/plural
Words expressed in one gender shall include the other gender
and the singular shall include the plural and vice versa.
1.4 Headings
The headings shall not affect the construction or
interpretation of the Agreement.
2. SCOPE OF THE AGREEMENT
2.1 Terms govern
These terms govern any contract between the Business and the
Customer and prevail over any terms put forward by the
Customer unless the Business expressly agrees to them in
writing.
2.2 Conduct
No conduct by the Business is to be deemed to constitute
either acceptance of any terms put forward by the Customer or
a variation of these terms.
2.3 Variation
Any variation to this Agreement must be in writing and signed
by the Business and the Customer.
2.4 Employees
No employee of the Business who is not also a director has
authority to:
2.4.1 make any statement or representation about the Services;
2.4.2 make any statement having binding contractual effect;
2.4.3 vary the terms of this Agreement.
3. THE BUSINESSS OBLIGATIONS and RIGHTS
3.1 Secrecy
The Business shall both during this Agreement and after its
termination keep confidential and not (except as authorised or
required for the purposes of this Agreement) use or disclose
or attempt to use or disclose to any person any Confidential
Information.
3.2 Delegation
The Business may delegate the performance of all or part of
the Services to a properly qualified person and may disclose
to that person such Confidential Information as is reasonably
necessary to enable the person properly to provide the
Services delegated.
4. THE CUSTOMERS OBLIGATIONS
4.1 Payment
The Customer shall pay the Fees as set out in the Payment
Arrangements.
4.2 Expenses
Expenses incurred in carrying out the specified work for the
Customer will be recharged as follows: car mileage at 45 pence
per mile plus Vat and all other expenses at cost plus Vat.
4.3 Provide information
The Customer shall provide such information, whether
Confidential Information or otherwise, as the Business may
reasonably require and request in order to fulfil its
obligations under this Agreement.
4.4 Access
The Customer shall allow the Business such access to the
Customers premises, plant and equipment as the Business
reasonably requires and requests in order to fulfil its
obligations under this Agreement.
4.5 Late Payment
The Business understands and will exercise its statutory right
to claim interest and compensation for debt recovery costs
under the late payment legislation if it is not paid according
to its credit terms as set out in the Payment Arrangements.
5. V.A.T
5.1 Exclusive of V.A.T
The Fees and expenses unless otherwise stated are exclusive of
VAT and other duties or taxes.
5.2 Additional payment
Any VAT or other duties or taxes payable in respect of the
Fees and
expenses shall be payable in addition.
6. INTEREST
Any of the Fees or Expenses which are not paid by the Customer
on the due date shall bear interest from day to day at the
Interest Rate.
7. INTELLECTUAL PROPERTY
7.1 Curo(TM)
Intellectual property rights associated with software
development projects involving the use of Curo(TM) are
governed by a separate document, the Curo(TM) software
license. For the avoidance of doubt, these terms and
conditions do not confer,or in any way govern, intellectual
property rights to Curo(TM).
7.2 Bespoke software development
The ownership of and sole rights in any intellectual property
acquired or developed by the Business in the provision of the
Services shall vest and remain in the Business until all
monies due to it by the Customer have been paid in full, at
which point they will pass to the Customer with the exception
of specific routines and/or utilities that perform specific
functions within any software developed by the Business. In
this instance, the Business reserves the right to re-use such
routines and/or utilities in other software that it may
develop, either for itself or for other customers.
8. LIABILITY
8.1 The Business shall not be liable to the Customer for any
loss or damage whatsoever or howsoever caused arising directly
or indirectly in connection with this Agreement except to the
extent to which it is unlawful to exclude such liability.
8.2 Notwithstanding the generality of clause 8.1 the Business
expressly excludes liability for consequential loss, damage,
or corruption to any website other software or data, or for
loss of profit, business, revenue, goodwill or anticipated
savings.
8.3 In the event that any exclusion contained in this
Agreement shall be held to be invalid for any reason and the
Business becomes liable for loss or damage that it may
otherwise have been lawful to limit, such liability shall be
limited to the cost of the Services.
8.4 The Business does not exclude liability for death or
personal injury to the extent only that the same arises as a
result of the negligence of the Business its employees, agents
or authorised representatives.
9. INDEMNITY
9.1 The Customer agrees to indemnify and save harmless and
defend at its own expense the Business from and against any
and all claims of infringement of copyright, patents, trade
marks, industrial designs, or other intellectual
9.2 property rights affecting the subject of this Agreement
and based upon the Customers contribution to it.
9.2 The Business agrees to indemnify and save harmless and
defend at its own expense the Customer from and against any
and all claims of infringements of copyright, patents, trade
marks, industrial designs or other intellectual property
rights affecting the subject of this Agreement and based upon
the Businesss contribution to it.
9.3 Each party undertakes to give notice to the other of any
claim described in clause 9.1 or 9.2 made against it and the
party giving the indemnity in respect of that claim shall have
the right to defend the claim and make settlement thereof at
its own discretion. |