Terms and Conditions
The legal stuff!
TERMS AND CONDITIONS
Terms and Conditions
All Hardware and Software remain the property of Calidore Computer Systems until payment is received in full. In line with the Payment Schedule the final payment must be paid within 30 days of invoice date. If the system is to be the subject of a leasing agreement then the final signed agreement must be in place before any installation commences. All future invoices are subject to the payment terms specified above, namely 30 days from invoice date. Invoices relating to Monthly payments must be paid by the agreed scheduled date. Late payment will result in the enforcement of our statutory right to interest and collection charges and may result in the removal of services. Any invoice queries must be raised with Calidore Computer Systems within 7 days of invoice date.
Calidore Computer Systems warrants that the software package will function properly with the hardware specified and so far as it is aware with the peripherals listed in the annex to this context.
Although Calidore Computer Systems has tested the software, Calidore Computer Systems makes no warranty or representation, express or implied, with respect to what functions the software (as designed) is capable of performing. The software is licensed as is and you the licensee, by making use thereof, are assuming the entire risk as to what functions the software (as designed) is capable of performing. However Calidore Computer Systems warrants that at the time of installation, prior to your running any function in-house on the software, the software will be free from disabling programs and devices.
(a) Calidore Computer Systems will not be liable for direct, indirect, special, incidental or consequential damages arising out of your use or inability to use the software, even if advised of the possibility of such damage; and
(b) in particular and without prejudice to the generality of (a), Calidore Computer Systems has no liability for any programs or data stored or used with Calidore Computer Systems, including the costs of recovering such programs or data.
Copyright remains the property of the software authors.
Calidore Computer Systems warrants that it has the authority to licence the software package and will have the authority to license all upgraded versions supplied by Calidore to you. In the event of a breach of this warranty Calidore Computer Systems will at its option and expense be entitled either to :-
(a) procure the right for you to continue using the software supplied to you under the Contract; or
(b) make alterations modifications or adjustments to it so that the software becomes non-infringing; or, replace the software with non-infringing substitutes.
Calidore Computer Systems will have no liability to you unless written notice of any claim is served on Calidore Computer Systems within one year of the date on which you became or might reasonably be expected to have become aware of the circumstances giving rise to the claim.
The provisions appearing above set out the entire liability of Calidore Computer Systems, its employees or agents to you in respect of any breach of its contractual obligations arising under the contract and in respect of any representation statement or tortious act or omission in relation to the Contract and YOUR ATTENTION IS SPECIFICALLY DRAWN TO THESE PROVISIONS. Subject to the foregoing all conditions warranties terms and undertakings express or implied statutory or otherwise in relation to the subject matter of this Contract are hereby excluded.
As part of the software maintenance Calidore Computer Systems :-
(a) will promptly investigate and correct any fault in the software or any failure of the software to operate properly on the hardware specified and will endeavor to correct any failure of the software to operate on the peripherals listed in the annexe.
(b) will maintain during normal business hours an adequate telephone support system which will give advice in relation to any difficulties which you experience in the operation of the software;
(c) will, if as a result of that advice the difficulty is not resolved, send a qualified representative to your premises to investigate the difficulty and instruct your personnel how to overcome it.
However software maintenance does not include the diagnosis and rectification of any fault resulting from :-
(a) the improper use operation or neglect of either the software or the hardware and peripherals mentioned, including problems encountered by operators who have not undertaken the recommended training by Calidore Computer Systems.;
(b) the modification of the software or its merger (in whole or in part) with any other software;
(c) the use of the software on equipment other than the designated hardware;
(d) your failure to implement recommendations in respect of solutions to faults previously advised by Calidore Computer Systems;
(e) any repair adjustment alteration or modification to the software by any person other than Calidore Computer Systems without its prior written consent;
(f) the use of the software for a purpose for which it was not designed;
(g) your failure to install and use on the designated hardware in substitution for the previous release any new release of the software within 14 days of receipt of the same.
Calidore Computer Systems will if requested by you provide software maintenance not withstanding that the fault results from any of the circumstances listed above but an additional charge will be levied and be payable within 30 days of the invoice date.
Calidore Computer Systems will perform the software maintenance for as long as you use the software provided you are not in default or arrears. Termination of this contract will require at least three months notice by either party.
The annual fee for the software hosting and/or maintenance will not increase by the proportion which the level of the Retail Prices Index for the last month of the previous year exceeds the level of that index 12 months previously but will otherwise vary by reference to the value of the software supplied to you from time to time and changes in the Euro Exchange Rate.