Terms and Conditions

Terms and Conditions of sales

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE PLACING ANY ORDER AND BEFORE INSTALLING OR USING ANY SOFTWARE SUPPLIED IN ACCORDANCE WITH THESE TERMS.

1.1. Definitions
The following expressions shall have the following meanings: -

• "WSL" - Wallingford Software Limited, whose registered office is at Howbery Park, Wallingford, Oxfordshire, OX10 8BA, UK.
• "Estimated Delivery Date" - the date specified in a Quotation.
• "Licence" - the software licence supplied separately by WSL.
• "Licensee" - the person, firm or company that has placed an Order.
• "Number of Users" - the number of users specified in the Quotation who are authorised to use the Software.
• "Order" - any purchase order issued by the Licensee for software and/or services from WSL.
• "Quotation" - any quotation for the supply of Software or Services issued by WSL.
• "Services" - services described in the Support Agreement and other services available from WSL.
• "Site" - the location for which the Software may be used identified in the Quotation/Order.
• "Software" - means each WSL software program provided by WSL, including software in which WSL has sub-licensing rights, in executable, machine readable, object, printed or interpreted form, including any Software Protection Device and any documentation, modifications, improvements or updates supplied to the Licensee under any Quotation/Order.
• "Software Protection Device" - the hardware or software protection key supplied by WSL.
• "Specification" - the written specification of the Software.
• "Support Agreement" - the Software Maintenance and Technical Support Agreement supplied separately by WSL.
• "Terms" - these General Terms.

1.2. Incorporation Of Terms
These Terms shall apply to all Software and Services supplied by WSL under any Order placed by the Licensee. In the event of any ambiguity between these Terms and the provisions of the Software Licence Agreement and the Support Agreement, the terms of the relevant Agreement shall apply.

2. DELIVERY OF SOFTWARE

2.1. Subject to Clause 5 WSL shall use all reasonable endeavours to supply Software within 30 days of the receipt of the Licensee's Order. WSL shall not be liable for any loss or damage sustained by the Licensee as a result of its failure to comply with the Estimated Delivery Date.

2.2. Delivery of Software within the UK shall be at the expense of WSL. Delivery outside the UK shall be at the expense of the Licensee.

2.3. If the Licensee fails to take delivery of the Software, WSL may by notice in writing to the Licensee hold the Software at the Licensee's expense and delivery will be treated as having occurred as at the date of such notice.

3. INSTALLATION AND ACCEPTANCE

3.1. Unless otherwise specified in the Quotation and confirmed by the Licensee's order, installation will be the Licensee's sole responsibility.

3.2. The Licensee will be deemed to have accepted the Software upon installation of the Software.

4. PRICES

4.1. Prices quoted by WSL for Software or Services are those in force at the date of issue of the Quotation. In the event that a Quotation is not accepted within 60 days WSL reserve the right to modify the price of Software or Services at any time up to the delivery date thereof to take account of increased costs due to changes in any tax, duty or other impost taking effect prior to delivery or supply of the same.

4.2. All prices are quoted exclusive of VAT, sales tax or similar imposts for which the Licensee shall be additionally liable.

5. PAYMENT AND TITLE

5.1. WSL will submit invoices at the time of despatch of the software.

5.2. The invoice shall be payable within 30 days.

5.3. Without prejudice to any other rights contained in these terms, WSL shall be entitled to charge the Licensee interest at the rate of 3% per annum above Lloyds Bank annual bank base rate on any balance outstanding calculated daily and compounded quarterly both before as well as after judgement until such sum is paid in full.

5.4. Subject always to clause 5.5 below, title to the medium upon which the software has been copied shall only pass upon payment of the price in full including any interest charges under clause 5.3 above.

5.5. As from delivery Software supplied shall be held by the Licensee only upon the terms of the Software Licence Agreement supplied separately by WSL.

6. WARRANTIES

6.1. The separate Warranties set out in the Software Licence Agreement and the Support Agreement shall apply to the Software or Services respectively subject to the terms set out in this clause 6 and clause 7 below.

6.2. Save as expressly provided in these Terms all other warranties whether implied by statute or common law or otherwise are hereby expressly excluded to the fullest extent permitted by law.

7. LIABILITY

7.1. Notwithstanding any provisions to the contrary in these Terms WSL does not seek to exclude or limit liability for death or personal injury arising from or as a consequence of the negligence of WSL, its employees or agents.

7.2. Without prejudice to the terms of clause 6 above it is expressly declared that in no event shall WSL's total liability to the Licensee for all damages, losses, causes of action or otherwise exceed the amount paid by the Licensee for the Software or Services to which the liability relates.

7.3. WSL shall not be liable to the Licensee for any consequential, special or indirect loss or damage (whether for loss of profits or contracts or otherwise) and whether arising from negligence, breach of contract or howsoever even if WSL had previously been advised of the possibility of such damage or loss.

8. RE-EXPORT

Regardless of any disclosure by the Licensee to WSL of the ultimate destination of the Software, the Licensee will not export, directly or indirectly, any Software without first obtaining any licences required from the Department of Trade and Industry or other agency of the United Kingdom Government. The Licensee shall indemnify WSL for any liability which may arise from the Licensee's direct or indirect export of the Software.

9. SOFTWARE PROTECTION

The Licensee is responsible for the Software Protection Device where it is a hardware key. In the event that the Software Protection Device is lost or damaged it may be necessary for the Licensee to acquire a replacement Licence at its expense.

10. PRESS RELEASE

The Licensee agrees to permit WSL to release information to the media relevant to the Software sale governed by these Terms provided that each such release is approved in advance by the Licensee (such approval not to be unreasonably withheld or delayed).

11. WAIVER

No waiver by either party of any breach or alteration by the other party of any obligations contained in these Terms, which shall only be effective when in writing and signed by an authorised officer of the party not in default, shall constitute a waiver of any other obligation contained herein.

12. FORCE MAJEURE

WSL shall not be liable and shall be deemed not to be in default for any delay or failure in performance under these Terms resulting from Acts of God, civil or military action, acts of public enemy, war, fire or explosion, earthquake, floods, the elements, strikes, labour or transportation difficulties, inability to obtain export or import licences or any other cause beyond its control.

13. ENTIRE AGREEMENT

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings or agreements written or oral regarding such subject matter.

14. CONTROLLING LAW AND SEVERABILITY

14.1. These Terms shall be governed by and construed in accordance with the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

14.2. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable that provision shall be enforced to the maximum extent possible so as to effect the commercial intent of the parties and the remainder of the Terms shall continue in full force and effect.