Terms and conditions

Calidore Limited warrants that the software package will function properly with the hardware specified in the Hardware Schedule and so far as it is aware with the peripherals listed in the annex to this context.

Although Calidore Limited has tested the software, Calidore Limited 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 Limited 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.

Subject hereto

1. Calidore Limited 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
2. in particular and without prejudice to the generality of (a), Calidore Limited has no liability for any programs or data stored or used with Calidore Limited, including the costs of recovering such programs or data.

Copyright remains the property of the software authors.

Calidore Limited warrants that it has the authority to license 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 Limited will at its option and expense be entitled either to :-

1. procure the right for you to continue using the software supplied to you under the contract; or
2. make alterations or adjustments to it so that the software becomes non-infringing; or
3. replace the software with non-infringing substitutes.

Calidore Limited will have no liability to you unless written notice of any claim is served on Calidore Limited 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 Limited, 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 in relation to the subject matter of this Contract are hereby excluded.

As part of the software maintenance Calidore Limited :-

1. will promptly investigate and correct any fault in the software or any failure of the software to operate properly on the hardware specified in section 1 and will endeavour to correct any failure of the software to operate on the peripherals listed in the annex
2. 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;
3. 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 :-

1. the improper use operation or neglect of either the software or the hardware and peripherals mentioned;
2. the modification of the software or its merger (in whole or in part) with any other software;
3. the use of the software on equipment other than the designated hardware;
4. your failure to implement recommendations in respect of solutions to faults previously advised by Calidore Limited;
5. any repair adjustment alteration or modification to the software by any person other than Calidore Limited without its prior written consent;
6. the use of the software for a purpose for which it was not designed;
7. 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 Limited will if requested beyond you provide software maintenance notwithstanding 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 Limited will perform the software maintenance for as long as you use the software provided you are not in default or arrears in respect of the software maintenance charge unless you give three months’ notice to the contrary.

The annual fee for the software 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.

Definitions

Delivery

Delivery is defined as the point where all hardware, as listed in section 1, is delivered to the customer premises and installed to the point where the file server and all the connected peripherals are fully operational.

Software delivery is defined as all of the standard packaged modules, which do not require modifications, being set-up and available for immediate use on the supplied hardware.

Bespoke or tailored software is not part of the definition and is subject to a mutually agreed schedule, and does not affect the payment terms for other items as outlined in section 5.