The following Terms & Conditions of Sale apply, unless otherwise stated.
Any order resulting from our quotations shall include the acceptance of the following terms and conditions unless otherwise agreed in writing.
Our quotations are valid for 30 days from the date shown, and made without any engagement by us and is subject to alteration without notice. Orders resulting therefrom shall not be binding until officially accepted by us partially without our consent.
Should our costs at any time before dispatch/implementation be increased by any advance in wages or materials, or where delivery/implementation/training is included the cost thereof is increased, the prices included in our tenders shall be revised and altered, so as to cover us for any increased costs not delivered or work remaining to be done.
Guarantee and General Liability
Customers materials/information shall be delivered to and collected from our works free of all expenses to us. If we are required to meet any such expenses they will be charged to you at their full cost, including the costs of accomodation, flights, transport and expenses.
Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by UK law without regard to or application of choice of law rules or principles. Both parties hereby consent to the exclusive jurisdiction of such courts, and expressly waive any objections or defense based upon lack of personal jurisdiction or venue.
The Customer shall not, (i) copy or duplicate, or permit anyone else to copy or duplicate the Licensed Software, Documentation, or Confidential Information of the Supplier, except as may be expressly permitted by this Agreement, (ii) disassemble, decompile, or reverse engineer the Licensed Software provided, however that notwithstanding the above, to the extent that you are granted the right by law to decompile the Licensed Software in order to obtain information necessary to render the Licensed Software interoperable with other third party Software, (iii) use the Licensed Software for any purposes except as expressly provided in this Agreement, (iv) adapt, alter, modify, translate or create derivate works of the Licensed Software, or (v) allow any third party to access or use the Licensed Software for any reason.
Grant of Licence
On the terms and conditions set forth herein, Supplier hereby grants to Customer a nonexclusive, non-transferable, single-site license to use the Licensed Software and Documentation, plus any Licensed Software which shall be added to the Program Set during the Term of this Agreement, on or in connection with any CPU utilized by Customer to fulfill its own data processing needs. The Licensed Software and documentation specification and features are subject to change at any time with or without notice and consists of the application software that is installed according to the terms of this Agreement on a computer or network serving customer at your site. The Licensed Software shall be deemed to be accepted upon delivery to you. In consideration of the License granted to Customer hereunder, Customer shall pay to Supplier a License Fee as provided in the agreed Schedule.
Delay, Loss or Damage
Every endeavour will be made to despatch/implement on the agreed date but we cannot accept any responsibility whatsoever for delay in despatch, loss or damage to customers property whilst in our possession arising from fire, floods, strikes, lock-outs, war, civil commotion, accidents or any other cause outside our control.
Terms & Conditions of Sales Continued
Intellectual Property: Copyright, Patents and Designrights
All right, title and interest in and to the Licensed Software and any Confidential Information made available to you pursuant to this Agreement, including without limitation all Intellectual Property Rights therein, shall remain exclusively with the Supplier and our licensors, as applicable. The Licensed Software is licensed, not sold. You hereby grant us a perpetual, non-exclusive, fully transferable, worldwide right and license to collect, aggregate, use, disclose, market and sell and/or license Data to third parties. You shall be required to obtain any consent from third parties that are required for the processing and/or licensing of Data. Supplier agrees it will at its sole cost and expense, defend, indemnify, and hold harmless the Indemnified Parties from and against all Claims, to the extent such Claims arise out of, result from, or are attributable to the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, trademark, or confidential information of any third party by Supplier or its employees, subcontractors, consultants, representatives, and agents; provided, however, Customer gives Supplier prompt notice in writing of the Claim. All Rights Reserved. Copyright & Designright - Leviosa Consulting Ltd.
Should any default be made in paying any sum due to us or should a Receiving Order or Winding up Order be made against the customer, then in any such case we may, at our option excercisable at any time, either suspend all further deliveries/training/installation until the default be made good or cancel the order in so far as any further work remains to be done, by written notice to the customer of our intention so to do, but in either case without incurring any liability and without prejudice to the right to recover any payment due the customer shall indemnify us for any loss sustained in consequence of the non-completion of the contract.
Customer shall not permit any Licensed Software to be used by any other person, except for employees, agents, consultants, Outsourcing Companies, and contractors who need to use the Licensed Software in the performance of their duties for Customer and who are authorized and enabled by Customer to access and utilize the Licensed Software (Authorized User).
You shall only install and use the Licensed Software at the site(s) specified in the applicable Order Form(s). Your use of the Software at sites or in user counts (where applicable), other than as specified on the applicable Order Form(s) shall trigger additional fees payable by you.
You shall keep the Software, documentation and materials supplied hereunder in a secure place, under access and use restrictions satisfactory to us and not less strict than those applied to your most valuable and sensitive programs and Confidential Information. You may temporarily transfer the Licensed Software to another site while the authorized site is undergoing maintenance, but you shall notify the Supplier of such temporary transfer if it is for a period of more than 72 hours
The Customer acknowledges that it has been advised of Suppliers minimum Platform requirements for the Licenses Software to operate and warrants that the Platform meets or exceeds this requirement.
Payment & Invoicing
In consideration of the License granted to Customer hereunder and the services to be performed by Supplier hereunder, Customer shall pay to Supplier for each purchase made under this Agreement which will be invoiced as provided by the Payment Schedule. Upon receipt of the Suppliers Invoice, the Customer shall pay in full the monies agreed within 5 working days of the date of the Invoice. Failure to pay within this agreed period could result in additional late payment charges of 5% of the amount due, per each month late.
Documentation & Training
The Supplier shall provide user training to the Customers designated users. The Supplier shall provide to Customer user manuals and related materials and/or give access to on-line documentation, sufficient to allow Customer to utilize fully the Licensed Software in accordance with the Specifications. Documentation will include (but is not limited to) overview descriptions of all major functions and detailed step-by-step operating procedures for each screen and activity. The Documentation to be provided by Supplier is in addition to any on-line HELP which is part of the Licensed Software user interface. The Customer may copy and incorporate the Documentation in works prepared for Customer’s business endeavors (such as the Customers Quality Manual) so long as Customer includes all copyright, trademark, and other notices of Supplier in the same form as they appear on or in the Documentation.
Installtion & Acceptance
The Supplier is responsible for installing the Licensed Software on the Customer Platform at the designated site(s) in accordance with this Agreement. Supplier shall conduct its standard diagnostic evaluation at Customer’s site to determine that the Licensed Software is properly installed and fully ready for productive use subject to Acceptance Testing and Customer’s approval of the results thereof. Unless otherwise agreed, standard Supplier Acceptance Testing procedure shall apply as detailed in the agreed Schedule.