You, the Customer a company buying or using Soft-Works Product or Services.
Soft-Works Technologies Limited (us, our) the Product and / or Service vendor as identified on your invoice and, where relevant, Service Provider.
Integration Material (IM) 3rd Party Products
Order Confirmation / Acknowledgement - acknowledgment of Product ordered by you, sent by Soft-Works.
Price stated in Order Confirmation / Acknowledgment.
Product as described in Order Confirmation / Acknowledgment may include 3rd Party Products and Service Offerings.
Service Offering as described in Order Confirmation / Acknowledgment and Soft-Works service description document.
Service Provider Soft-Works or its authorised service representatives.
3rd Party Products stated in Order Confirmation / Acknowledgment, not branded or manufactured by Soft-Works.
Software computer operating systems or applications.
Hardware servers, desktops, laptops, printers, switches and other peripheral devices.
This Agreement applies to this sale, service and all statements made by Soft-Works in brochures, price lists, adverts, quotations, on the internet or verbally. Variations to this Agreement must be made by Soft-Works in writing. Any other Terms, Conditions or Purchase Orders are excluded. Placing your order means acceptance of this Agreement. Soft-Works may change this Agreement at its choosing.
3. Orders / Contract
Orders are accepted in writing, Internet, email, telephone or fax but are only binding when accepted by Soft-Works and Soft-Works sends out the Order Confirmation / Acknowledgement in writing. Please check the Order Confirmation / Acknowledgement and notify Soft-Works of any mistake in writing immediately or the details stated in the Order Confirmation / Acknowledgement will apply to this Agreement.
4. Price & Payment Terms
Quotations are only valid in writing and during the period that they state. If not stated, the period is 14 days (7 days for some hardware products). Soft-Works reserves the right to change Products (incl. 3rd Party Products) at any time. Prices exclude tax, shipment, insurance and installation unless stated otherwise. Exchange rates, duties, insurance, freight and purchase costs (incl. for components & services) may cause Soft-Works to adjust prices. Orders are accepted in writing, Internet, telephone or fax but are only binding when accepted by Soft-Works. A deposit of 50% of the total order value of software and hardware products (including VAT) is to be paid to Soft-Works on acceptance of your order. The outstanding amount for goods is payable on delivery (the full amount). Services provided by Soft-Works will be invoiced as provided and due within 20 days of the date of the invoice. Where hardware is included, full payment for hardware is required with your purchase order unless otherwise stated in writing by Soft-Works. If payment is late, 5% above the minimum lending rate on the late amount and the costs of recovery shall be payable by you. Cheques may only be accepted conditionally. All Support fees & Subscription Services must be paid for in advance, unless agreed in writing from Soft-Works. All Annual Maintenance Contracts (AMC) must be paid for one month in advance of due date. Soft-Works may suspend deliveries or service until full payment is received. Unless otherwise stated, Subscription Services & Support / Maintenance Contract terms are minimum 12 month commitment.
5. Delivery / Title / Risk
The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated in the Order Confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. Soft-Works may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become our agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. Soft-Works may sue for the Price before title passes. If you refuse delivery without our agreement, you must pay Soft-Works expenses or loss resulting from that refusal, including storage costs, until you accept delivery.
When you receive Product you must inspect it promptly and within any statutory reasonable period for inspection or rejection, if any. After this period, you will have accepted Product. If Soft-Works agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.
Soft-Works does not give warranty or guarantee protection on any Product it supplies. You may be entitled to warranty or guarantee protection from the manufacturer of the Product according to their terms and conditions. Soft-Works does not provide warranty or guarantee protection on any of its services unless expressly implied. Soft-Works does not give a warranty or guarantee protection for:
- damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;
- damage caused by any party or other external force;
- fitness for any particular purpose;
- 3rd Party Products, Software and IM specified by you. You will receive the warranty for these products directly from their manufacturer or licensor;
- any instruction given by you and correctly performed by Soft-Works.
Services will be provided by Soft-Works or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. If agreed and stated in Order Confirmation, Service Offering may include advice, asset tagging, installation, integration, disposal, training and/or consultancy. Unless stated in Order Confirmation, the following are excluded from Service: items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in Soft-Works assessment, electrical environment, and transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (e.g.: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
You will specify and provide IM or Soft-Works may obtain IM at your instruction. Soft-Works will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. Soft-Works may install CFI Product under your instruction or under Soft-Works technical advice, if agreed. Soft-Works will not carry out CFI work if it is not technically feasible in our view.
Soft-Works does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by Soft-Works within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following Soft-Works reasonable advice generally. It is your responsibility to take regular security backups of your data and store in a secure location. Soft-Works will not be held responsible for any loss of data, 5) all items excluded from the Warranty or by Force Majeure.
"IP" Soft-Works indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. Soft-Works may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify Soft-Works for any of IM or IP specified or owned by you and integrated into Product. Soft-Works is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. Soft-Works retains all our owned IP in Product. You must notify Soft-Works immediately of any infringing or unauthorised use of Product or IP in it.
Software not owned by Soft-Works is supplied subject to licence and warranty of the Software licensor. Soft-Works encloses the Software licence that you require with the Product where necessary; you must comply with that licence.
You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. You acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.
Soft-Works is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.
Soft-Works may terminate this Agreement with written notice if you: 1) fail to pay on time and within 7 days of written notice, 2) breach or Soft-Works suspects you have breached export control laws. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent or is unable to pay debts as they fall due.
1.your own choice of Product and its suitability for purpose;
2.your telephone & postal charges in contacting Soft-Works, if any;
3.any CFI specifications & instructions given by you;
4. all IM, its performance, licences, authorisations and any unused IM.
You must provide Soft-Works with all reasonable courtesy, information, cooperation, facilities and access to enable Soft-Works to perform duties, failing which Soft-Works shall not be obliged to perform any service or assistance. You are responsible for the removal of non Soft-Works - supplied products during service, the back-up and confidentiality of all data in Product and all of your legal and regulatory requirements.
If you are a Consumer you may cancel your purchase at any time within 7 days of receipt and receive a refund of the Price paid less any costs already incurred by Soft-Works for which it cannot receive a refund. To do this you must inform Soft-Works in writing and return the products immediately, in the same condition you received them and at your own cost and risk. Any statutory Consumer rights are unaffected by this Agreement. Soft-Works reserves the right to charge a cancellation administration fee of £500.
English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.
Soft-Works reserves the right to outsource elements of supply to 3rd parties. These 3rd parties will hold the relevant accreditations, or will be the software authors themselves. Any bespoke modifications, or additional features that need to be added to the standard applications, will be covered under a separate Quotation/Specification and the authors own Terms & Conditions will apply.
If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Soft-Works may subcontract its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.
Conditions of Supply (in addition to our Standard Terms & Conditions)
- The definition of a 'day' for charging purposes is from 9:30am to 4:30pm. This is to include a minimum 30 minute break for lunch. Any additional time spent outside of these hours is at the discretion of Soft-Works and its representatives but will not be charged for unless agreed in writing in advance.
- Unless otherwise stated, all work including (installation, implementation, training, consultancy and software development is charged at standard daily rates +VAT. Where work is provided by a third party, their own rates may apply, including travel and accommodation expenses.
- To allow for any unforeseen circumstances we suggest, as a contingency, you allow for the request of additional time, which will only to be used with your prior consent.
- The minimum charge for all on-site work is half a day. However, if a Support Contract is in place then our hourly rate may apply. (This excludes where, in some cases, the support contract is direct with the vendor).
- Travel expenses are recharged at 50p per mile. Soft-Works also reserves the right to recover train or plane fare and accommodation / overnight expenses that may be incurred.
- Carriage may be charged on Hardware and Software items.
All prices shown within are excluding VAT & finance is subject to status E&OE