Delibero Terms & Conditions

TERMS AND CONDITIONS OF BUSINESS OF DELIBERO

FOR THE PROVISION OF CONSULTANCY, TRAINING AND MANAGEMENT SERVICES

These terms and conditions of business apply to the agreement for the supply of consultancy, training and advisory services between:

Delibero whose office is at 14 Beehive Way, Reigate, Surrey RH2 8DY (hereinafter called the Company’); and

The person, firm or company whose details appear in the schedule to these terms and conditions of business (hereinafter called ‘the Customer’).

Act! software shall refer to all versions of Act! by Sage including Act! Premium for Workgroups and Act! for Web

WHEREAS:-

The Company is engaged in the business of distributing software licences for the Computer Program Act! and the preparation and installation of that software in existing computer systems;

The Company has assessed the customer's computer system as an appropriate one for the use of the Act! computer program and has given advice as to the compatibility of that program with existing software in use on the Customers computer system;

The Customer wishes the Company to install and/or commission Act! in the Customers computer system either wholly or in part

IT IS HEREBY AGREED AS FOLLOWS:

1. The Company’s Responsibilities

1.1 The Company having given advice as to the compatibility of Act! (hereinafter called ‘the Program’) with the customers existing computer software and computer hardware and having agreed to provide its services in the installation and commissioning of the Program and training of the customer or its servants, agents or employees in the use of the software it is hereby agreed and declared that the Company is not and cannot be liable for:

1.1.1 Any loss or damage, howsoever caused, suffered by the Customer by reason of conflicts between the Program and any software installed on its computer system by the Customer subsequent to the performance by the Company or its obligations hereunder;

1.1.2 Any loss or damage suffered by the Customer through the failure of the Program by reason of computer viruses in the Customers computer system acquired before or after the performance by the Company of its obligations hereunder;

1.1.3 Any loss or damage suffered by the Customer through conflicts between the Program and any computer software installed on the Customers computer system prior to installation of the Program save to the extent that the Company was notified in writing prior to this contract of the Customers computer software specifications and so ought reasonably to have been aware of the likelihood of a conflict.

1.2 Whilst the Company undertakes to exercise reasonable care and skill in the provision of its services and in the provision of advice on the use of the Program no advice given by the Company shall constitute any warranty or guarantee as to the performance of the Program or as to freedom of the Program from defect whether latent or patent. Further the Customer, having purchased the Program from a supplier other than the Company, is deemed to have made his own enquiries as to the suitability of the Program for his computer system, as to the quality of the Program and as to the Program’s suitability for each and every objective which the Customer has identified. The Company will not be liable for any loss arising from unsuitability, incompatibility, lack of reliability or unsatisfactory quality in respect of the Program, the Customer's computer system or any software which the Customer elects to use whether by reason of the Company’s advice or otherwise,

1.3 The Company accepts no liability or responsibility for loss or damage to any computer service or software or for any loss consequential thereto which occurs whilst the Program is in the use of the Customer or after removal of the Program from the Customers computer system.

1.4 Signature by the Customer or by its servant, agent, employee or nominated representative of a note of satisfaction in the form attached hereto shall be deemed to be an acknowledgment by the Customer of proper performance by the Company of its responsibilities for the installation and commissioning of the Program PROVIDED ALWAYS that the Company will, without charge to the Customer, advise in respect of any conflicts or like problems arising within 30 days of signature of the note of satisfaction and will, if satisfied that such conflicts arise by reason of fault on the part of the Company, attend to carry out remedial work in respect thereof

2. Payment

2.1 The Company shall be entitled to deliver its invoice in respect of all services to be supplied by it to the Customer either in advance of provision of such services or at any time thereafter.

2.2 All invoices for software are payable in full before the order is placed with the supplier. Other consultancy invoices are payable on completion, however, occasionally a 50% up front payment may be requested. In the event of non payment of any invoice the Company reserves the right to withhold further performance of its obligations and/or to withhold delivery or provision of any materials or services to be supplied by it and to charge interest on any unpaid invoice sum at the rate of 8% over the base rate prevailing at Abbey National Plc per month or part thereof from the date payment is due to the date when payment is made before as well as after any judgment. Any materials or services supplied in advance of invoice remain the property of the company and shall not pass to the customer until full payment is received.

2.3 This agreement is not cancellable and in the event of purported cancellation by the Customer after the date of this agreement the Company shall be entitled to recover from the Customer remuneration in respect of all work done and all expenses incurred by it to the date of cancellation together with a sum equivalent to the Company’s loss of profit arising from the cancellation or, at the option of the Company, liquidated damages equivalent to 30% of the charge which the Company would have made but for cancellation of the contract. For the avoidance of doubt the parties hereby agree that payment in such sum is a reasonable estimate of the profit lost by the Company in such event.

3. Confidentiality

3.1 The Company undertakes to hold all information in respect of the Customer confidential and not to disclose any such information to any third party save to the extent that such disclosure is authorised by the Customer or required by law or, if necessary, by the Company’s Advisors.

4. The Company’s Rights

4.1 In respect of any agreement for the supply of services or licences by the Company to the Customer in respect of which such supply remains to be given the Company shall be at liberty to cancel this agreement by notice in writing without compensation to the Customer in the event that:

4.1.1 The Customer, being an individual, shall at any time become bankrupt, have an Administration Order made against him, enter into an individual voluntary arrangements under Part 1 of the Insolvency Act 1986 (as amended) or otherwise become insolvent.

4.1.2 The Customer, being a Company, or a Partnership or other body corporate shall become the subject of an Administration Order or a Winding Up Order under the Insolvency Act 1986 (as amended) or shall enter into a corporate voluntary arrangement pursuant to that Act or shall suffer to be appointed a receiver or administrative receiver under that Act or shall pass a resolution for either a members or a creditors voluntary winding up.

4.2 It is recognised for the purpose of this agreement that the Program is capable of use and may be used for the storage of information which is governed by the Data Protection Act 1984. The Company shall not be liable for any infringement of the requirements of that Act by the Customer and the Customer shall indemnify the Company fully and effectively against any action, claim, demand, cost, charges and expenses directly or indirectly arising from or incurred by reason of any infringement or alleged infringement of that Act occasioned by the use wrongful or otherwise by the Customer of the Program or of any information utilised thereby or stored therewith.

5. General

5.1 In these terms and conditions references to the masculine gender shall, where the context so admits, include the feminine and neuter genders and references to singular shall, where the context so admits, include the plural and vice versa.

5.2 Where the Customer comprises more than one individual the Customer’s obligations set out herein shall be joint and several.

5.3 The construction, validity and performance of these terms and conditions shall be governed by the law of England and all disputes which may arise under, or out of or in connection with or in relation to them shall be referred to the jurisdiction of the English courts alone.

5.4 In the event of a finding by any court of competent jurisdiction that any part of this contract is void or unenforceable whether under the Unfair Contract Terms Act 1977, any like Act or otherwise the terms of this agreement shall have effect as if they did not include the offending provision and shall be deemed to be amended to such extent as is necessary to give efficacy to the remainder of the contract.

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