Terms | Concorde Informatics

Licensing

1. Conditions of Use

The Customer is granted in a licence to use, perform, execute or copy (as described in the following) the Program Products or portions thereof for up to 50 years solely for the Customer’s own use on only one computer designated by the Customer effective from the delivery date. Additional licences will be required if the Program Products are to be used other than on the designated computer. Should the designated computer be unusable due to reasons beyond the Customers control then the licence may be temporarily extended to authorise the Customer to use the licence on another computer until the designated computer becomes available.
The Customer shall be responsible for ensuring the proper use of the Program Products, software and documentation including the use of the current release of the software. Updates to the software and documentation may be supplied by Concorde to the Customer from time to time, these updates will be applied by the Customer at its own expense.
The Customer shall not interfere with the Program Product in any way, including reverse engineering, decompilation or any other adaptation, unless directed to do so by Concorde.

2. Payment terms

Concorde will present one or more invoices in respect of each delivery of the Program Products, Carriage charges and any other charges. All prices in this Agreement are expressed exclusive of VAT which, if appropriate, will be added at the time of invoicing. Such invoices will be due for payment 30 days after the invoice date. Concorde reserves the right to charge interest at the rate of 5% above the base rate of Lloyds TSB Bank plc on any invoices not paid in the above 30 days.

3. Intellectual Property Rights

Copyright and title to all intellectual property rights in Program Products, software and documentation supplied hereunder remain vested in Concorde. The Customer will take all reasonable steps to safeguard Concorde’s rights but will be free to make a back-up copy provided such copy acknowledges Concorde’s copyright Concorde will indemnify the Customer against any damages that may be awarded to any third party in respect of any claim that the normal operation, possession or use of the Program Products infringes the patent, copyright, registered design or trade mark of the said third party. This indemnity will only apply provided that the Customer has not modified the Program Products without Concordes’ prior written consent or provided that the claim does not arise from the operation or use of the Program Products in combination with other products not supplied by Concorde. The Customer shall give Concorde notice of any such claim as soon as it becomes aware of same and hereby accepts that Concorde has sole discretion regarding the defence of any claim.

4. Warranties

Concorde warrants that the media on which the Program Products are supplied are free from defects in workmanship or materials. The Program Products and related materials are provided ‘as is’ without warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

5. Limitation of Liability

Concordes liability to the Customer for death or injury resulting from its own negligence, or that of its employees, agents or sub-contractors, shall not be limited. Concordes liability to the Customer for damage to its tangible property resulting from its own negligence, or that of its employees, agents or sub-contractors, shall be limited to a maximum of £500,000. Concordes liability in respect of any other breaches shall be limited to the licence fees for the Program Products so affected. Concorde has no liability to the Customer in respect of loss of profits, goodwill or any type of special or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party).

6. Confidentiality

Both Concorde and the Customer hereby undertake to keep confidential any information concerning the business and affairs of the other, that it shall have obtained as a result of this agreement, that is not trivial, obvious or already in the public domain. Further both parties shall only use any information so obtained in connection with the usage of the Licence granted under this agreement and not otherwise for the benefit of itself or a third party.

7. Compatibility

Concorde will not be responsible for the future compatibility of any new releases of the Program Product with any Customer additions or modifications made to that product or any associated program products on which it may rely.

8. Force Majeure

Neither party hereto shall be liable to the other for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control. Such causes include, but are not limited to, fires, strikes, insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority.

9. Other Matters

Neither party shall be entitled to assign this Agreement nor all or any of their rights hereunder without the prior written consent of the other. With the specific exception of any None Disclosure or Confidentiality Agreements that may have been previously signed this Agreement supercedes all previous agreements and represents the whole of the Agreement between the parties hereto with respect to its subject matter. No variation to this Agreement shall be binding unless agreed in writing between the Authorised Representatives of Concorde and the Customer. The headings used in this Agreement shall not be construed as forming any part of the Agreement. Should any clause of this Agreement be set aside by a Court all other clauses shall remain in full force and effect.

10. Termination

This agreement will terminate if the Customer commits a breach thereof which is not remedied within 30 days of the same having been brought to its attention by Concorde in writing or commences to be wound up otherwise than voluntarily for the purposes of amalgamation or reconstruction or if a receiver is appointed over any part of its business. Upon termination of this agreement the Customer will return to Concorde the Program Products and all software and documentation and all copies thereof or, if so requested by Concorde, the Customer will destroy all such software and documentation and certify in writing that they have been destroyed.

11. Law

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.

For further information, please call sales on 01484 405405.

Maintenance

1 GENERAL

Concorde Informatics Ltd. (Concorde) will provide and the customer will procure the services specified overleaf on the following terms and conditions.

1.1 The Normal Service Period (N.S.P.) is from 09.00 to 17.00 Monday to Friday but excluding Bank and Public Holidays.

1.2 All requests for maintenance or support should be directed to the Help Desk number provided, and during the Normal Service Period.

1.3 Concorde reserves the right to determine which of its personnel will be assigned to all or any part of the service, and to subcontract to third persons any part or all of the performance of the service provided hereunder.

1.4 Concorde reserves the right to withdraw the services in this Agreement in the event of none payment of any invoices raised pursuant to Sales, Service or Licence Agreements between Concorde and the Customer.

1.5 The Customer will designate overleaf the name of one or more Customer employees who will act as contacts with respect to the services provided hereunder.

2. SERVICES PROVIDED FOR HARDWARE MAINTENANCE

2.1 On-Site Maintenance.

Concorde will provide for a service engineer to effect the repair or replacement at the Customer’s premises. Concorde will make all reasonable endeavours to respond to a call for service within the time indicated in the Schedule. For the purpose of determining such response times it commences upon receipt of the Customer’s maintenance request by Concorde’s Help Desk and the issuing of a Call Reference Number and uses N.S.P. times. The Customer will provide, free of charge to Concorde, access to the faulty units and all facilities, such as storage, working space, electricity and telephone for use by Concorde or its sub contractors.

2.2 Service Centre Maintenance.

The Customer will be responsible for uplifting defective units from their installation site and delivering to the designated Concorde service centre where the defective unit will be repaired or replaced. Prior to the uplift the Customer shall ensure the removal of all programs, data and any alterations, options or devices attached to the unit or component which are not specified in the schedule overleaf. If such items are not removed, Concorde or its appointed subcontractor is not responsible for any loss or disclosure of, or damage to said items under any circumstances. The repaired or replacement units will be available for collection normally within 5 working days.

2.3 Services Not Included

Unless covered by a separate Sevice Level Agreement the Maintenance service provided under this agreement shall not include the following, Changes and/ or alterations in the equipment specifications. Repair or renewal of consumable supplies or accessories, e.g. printer ribbons and drums, disks, magnetic tapes etc. Correction of faulty operation due to; Customer programming error, Misuse of software, Unsuitability of or faults in equipment not listed overleaf. Any remedial maintenance or reconditioning which is necessitated otherwise than by fair wear and tear, or otherwise than by neglect or default of Concorde or its agents. Reinstatement of Customers data; application programs; or any network connection.

3 SOFTWARE MAINTENANCE AND SUPPORT

3.1 Whereas the Customer has procured separately a licence to use the program products listed in the schedule overleaf Concorde will support those products according to the service type shown as follows: SS1* by providing a help desk service during the N.S.P., where software problems can be reported by the customer, and Concorde will investigate and identify solutions to resolve such problems; SS2* as SS1* however when the problem is not able to be resolved over the telephone Concorde will dial-in to the Customers system via the network and attempt to resolve it; SS3* as SS2* however when the problem cannot be resolved over the telephone or via dial-in Concorde will, at its discretion, arrange for a specialist to attend the customer site at a mutually convenient time to further investigate and resolve the problem

3.2 Where new releases of a program product are made available to or by Concorde on a non chargeable basis, then Concorde will undertake to notify the Customer of the availability of such updates and supply one copy on request, subject to the same terms and conditions as the original licence agreement for the said program product. Concorde reserves the right to charge for the media (tape, diskette etc.) on which the update is supplied.

3.3 In the event that the software problem requires a Concorde specialist to visit the Customer site and the Customer has SS1* or SS2* service level cover, then Concorde reserves the right to make an additional charge for such a visit at Concorde’s then prevailing rates.

3.4 Services Not Included. The support service provided under this agreement does not include maintenance in respect of failure in the program product; Caused by materials or services not supplied by Concorde, Resulting from alterations or modification not authorised by Concorde, Due to misuse and/or operator error of the program product and associated hardware, Due to the use of release levels not currently maintained.

4 CHARGES

4.1 Concorde may raise one or more invoices in respect of the services specified overleaf and for any subsequent renewal. As far as practical these invoices will be produced at least 10 days prior to the date for cover or renewal of cover to commence. Regardless of the invoice date such invoices are payable prior to the date for cover or renewal of cover to commence.

4.2 Upon 30 days written notice to the Customer, Concorde may vary the schedule charges, however, such change shall not be implemented until the next invoicing period following said notice. In the case of a Program Products contract within the initial 3 year period, invoices will be raised annually (firstly on signature of the contract and then prior to the anniversary date of the initial agreement) for 1 years support and maintenance in advance. These invoices are payable in line with 4.1 above. Concorde reserve the right to apply an increase in line with annual rise in the rate of the RPI to the unexpired part of the agreement on the anniversary date of the agreement.

4.3 All charges stated are exclusive of Value Added Tax which will be charged at the rate ruling at the tax point.

4.4 If the Customer fails to pay any charges when due and payable, Concorde reserves the right to charge interest at the rate of 5% above the base rate of Lloyds Bank Plc on the amount outstanding.

4.5 An alteration or amendment to the schedule overleaf will be subject to agreement by both parties, and an adjustment to the charge.

5 FORCE MAJEURE

Neither party hereto shall be liable to the other for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control. Such causes include, but are not limited to, fires, strikes, insurrection or riots embargoes container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority.

6 TERMINATION.

Without prejudice to any other remedy which may be available, this Agreement may be terminated forthwith by either party if the party is in breach of any of its obligations under this agreement and the breach is not remedied within 30 days after written notice thereof has been given to the other party. Unless either party has served prior notice of termination in writing on the other three months prior to the renewal date, an invoice will be issued for the next period of support and maintenance. This invoice will be payable in line with section 4.1 above. Non payment of the Renewal will result in the termination of this agreement on the expiry of the previous cover period. Where the cover period is not specified, this agreement may be terminated by either party upon three months written notice.

7 LIMITATION OF LIABILITY

Concordes liability to the Customer for death or injury resulting from its own negligence or that of its employees, agents or sub-contractors shall not be limited. Concordes liability to the Customer for damage to its tangible property resulting from its own negligence or that of its employees, agents or sub-contractors shall be limited to a maximum of £500,000. Concordes liability in respect of any other breaches shall be limited to the charges specified overleaf. Concorde has no liability to the Customer in respect of loss of profits, goodwill or any type of special or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party.

8 OTHER MATTERS

Neither party shall be entitled to assign this Agreement nor all or any of their rights hereunder without the prior written consent of the other. With the specific exception of any None Disclosure or Confidentiality Agreements that may have been previously signed this Agreement supercedes all previous agreements and represents the whole of the Agreement between the parties hereto with respect to its subject matter. No variation to this Agreement shall be binding unless agreed in writing between the Authorised Representatives of Concorde and the Customer. To the full extent permitted by law this Agreement states Concorde’s total liability to the customer whether in contract, tort or otherwise in respect of its obligations and liabilities under this Agreement and is in lieu of and excludes all conditions and warranties implied by statute law or otherwise. The headings used in this Agreement shall not be construed as forming any part of the Agreement. Should any clause of this Agreement be set aside by a Court all other clauses shall remain in full force and effect.

9. LAW

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.

For further information, please call sales on 01484 405405.

Sales

WHEREBY Concorde will sell and the Customer will purchase the Goods identified in the Quotation in accordance with the following terms and conditions.

1. Delivery and Carriage

The Goods will be made available by Concorde at its premises for collection by the Customer. Upon request of the Customer Concorde will arrange for carriage of the Goods to a receiving area at the Customers identified site subject to an additional charge. Where carriage is arranged by Concorde time will not be of the essence. Insurance of the Goods while in transit is the responsibility of the Customer. The Customer shall have seven days from collection of the Goods to report to Concorde any defects therein.

2. Installation

Preparing the site for the Goods and moving them from the receiving area to their final location and their installation in accordance with any Installation Manuals supplied is the responsibility of the Customer.

3. Title to and Risk in the Goods

Title to the Goods will not pass to the Customer until the Payment in full, together with any Value Added or other taxes, is received by Concorde. Until said payment is received by Concorde the Customer is responsible for the safe keeping of the Goods on behalf of Concorde. All risks pass to the Customer on the removal of the Goods from Concorde’s premises.

4. Payment terms

Concorde will present one or more invoices in respect of each delivery of the Goods, Carriage charges and any other charges. All prices in this Agreement are expressed exclusive of VAT which, if appropriate, will be added at the time of invoicing. Such invoices will be due for payment 30 days after the invoice date. Concorde reserves the right to charge interest at the rate of 5% above the base rate of Lloyds TSB Bank plc on any invoices not paid in the above 30 days.

5. Warranties

Concorde will warrant the Goods supplied to the Customer to the same extent as the warranty supplied by the original manufacturer. Details of the original manufacturers warranty will be supplied on request Upon notification by the Customer of an alleged breach of this warranty Concorde will, as soon as reasonably possible, investigate the alleged breach and will remedy any breach found, free of charge to the Customer. This will be achieved by carrying out such repairs, modifications or alterations to the Goods or replacing part or the whole of the Goods as Concorde shall, in its absolute discretion, think fit.

6. Limitation of Liability

Concordes liability to the Customer for death or injury resulting from its own negligence, or that of its employees, agents or sub-contractors, shall not be limited. Concordes liability to the Customer for damage to its tangible property resulting from its own negligence, or that of its employees, agents or sub-contractors, shall be limited to a maximum of £500,000. Concordes liability in respect of any other breaches shall be limited to the purchase price of the Goods. Concorde has no liability to the Customer in respect of loss of profits, goodwill or any type of special or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party.

7. Patent and Copyright Indemnity

Concorde will indemnify the Customer against any damages that may be awarded to any third party in respect of any claim that the normal operation, possession or use of the Goods infringes the patent, copyright, registered design or trade mark of the said third party. This indemnity will only apply provided that the Customer has not modified or adjusted the Goods without Concordes prior written consent or provided that the claim does not arise from the operation or use of the Goods in combination with other Goods not supplied by Concorde. The Customer shall give Concorde notice of any such claim as soon as it becomes aware of same and hereby accepts that Concorde has sole discretion regarding the defence of any claim.

8. Force Majeure

Neither party hereto shall be liable to the other for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control. Such causes include, but are not limited to, fires, strikes, insurrection or riots embargoes container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority.

9. Other Matters

Neither party shall be entitled to assign this Agreement nor all or any of their rights hereunder without the prior written consent of the other. With the specific exception of any None Disclosure or Confidentiality Agreements that may have been previously signed this Agreement supercedes all previous agreements and represents the whole of the Agreement between the parties hereto with respect to its subject matter. No variation to this Agreement shall be binding unless agreed in writing between the Authorised Representatives of Concorde and the Customer. The headings used in this Agreement shall not be construed as forming any part of the Agreement. Should any clause of this Agreement be set aside by a Court all other clauses shall remain in full force and effect.

10. Law

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.

For further information, please call sales on 01484 405405.

Service

WHEREBY Concorde will provide and the Customer will procure the Services identified in the Quotation in accordance with the following terms and conditions.

1.1 Delivery and Installation

Concorde will use all reasonable endeavours to provide the Services and any associated software by the date given in the Quotation or agreed in writing between Concorde and the Customer or as soon as possible thereafter but time shall not be of the essence in that regard.

1.2 Payment terms

Concorde will present one or more invoices in respect of each Service provided as stated in the Quotation, any carriage charges and any other charges. All prices in this Agreement are expressed exclusive of VAT which, if appropriate, will be added at the time of invoicing. Such invoices will be due for payment 30 days after the invoice date unless stated otherwise in the Quotation. Concorde reserves the right to charge interest at the rate of 5% above the base rate of Lloyds TSB Bank plc on any invoices not paid in the above 30 days.

1.3 Personnel

Concorde reserves the right to use whichever personnel it wishes, including sub-contract personnel, to perform its obligations under this agreement.

1.4 Confidentiality

Both Concorde and the Customer hereby undertake to keep confidential any information concerning the business and affairs of the other, that it shall have obtained as a result of this agreement, that is not trivial, obvious or already in the public domain. Further both parties shall only use any information so obtained in connection with the implementation of the Services under this agreement and not otherwise for the benefit of itself or a third party

1.5 Warranties

Concorde will warrant that the Services will be provided with reasonable care and skill and that it has free and unencumbered rights to use any software or documentation necessary to providing the Services to the Customer. Upon notification by the Customer of an alleged breach of this warranty Concorde will, as soon as reasonably possible, investigate the alleged breach and will remedy any breach found, free of charge to the Customer. Without prejudice to the above Concorde does not warrant that any software provided will provide uninterrupted service nor that it is error free. Any other warranties are expressly excluded.

1.6 Limitation of Liability

Concordes liability to the Customer for death or injury resulting from its own negligence, or that of its employees, agents or sub-contractors, shall not be limited. Concordes liability to the Customer for damage to its tangible property resulting from its own negligence, or that of its employees, agents or sub-contractors, shall be limited to a maximum of £500,000. Concordes liability in respect of any other breaches shall be limited to the charges given in the Quotation. Concorde has no liability to the Customer in respect of loss of profits, goodwill or any type of special or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party).

1.7 Patent and Copyright Indemnity

Concorde will indemnify the Customer against any damages that may be awarded to any third party in respect of any claim that the provision of the Services infringes the patent, copyright, registered design or trade mark of the said third party. This indemnity will only apply provided that the Customer has not modified or adjusted the Services or any software provided without Concordes prior written consent or provided that the claim does not arise from the use of the Services or software in combination with other Goods, Services or software not provided by Concorde. The Customer shall give Concorde notice of any such claim as soon as it becomes aware of same and hereby accepts that Concorde has sole discretion regarding the defence of any claim.

1.8 Force Majeure

Neither party hereto shall be liable to the other for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control. Such causes include, but are not limited to, fires, strikes, insurrection or riots embargoes container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority.

1.9 Termination

This agreement may be terminated forthwith by either party if the other commits any material breach of any term of this agreement and which has not been remedied within 15 days of a written request to remedy the same.

1.10 Other Matters

Neither party shall be entitled to assign this Agreement nor all or any of their rights hereunder without the prior written consent of the other. With the specific exception of any None Disclosure or Confidentiality Agreements that may have been previously signed this Agreement supercedes all previous agreements and represents the whole of the Agreement between the parties hereto with respect to its subject matter. No variation to this Agreement shall be binding unless agreed in writing between the Authorised Representatives of Concorde and the Customer. The headings used in this Agreement shall not be construed as forming any part of the Agreement. Should any clause of this Agreement be set aside by a Court all other clauses shall remain in full force and effect.

1.11 Law

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.

2 SOFTWARE DEVELOPMENT

This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.

2.1 Detailed Specification

If identified in the Quotation Concorde will prepare a Detailed Specification of requirements, time not being of the essence in its preparation. The Customer will provide Concorde with access to its staff, all information and documents reasonably requested for this purpose. Upon completion the Detailed Specification will be submitted to the Customer for approval. The Customer will respond to the request for approval within 30 days otherwise the Detailed Specification will be deemed to have been approved by the Customer.

2.2 Programming and Related Activities

Upon receipt of a Detailed Specification of requirements prepared by the Customer or approval from the Customer of a Detailed Specification prepared by Concorde as above the modification, extension, designing and writing of the Software together with any supporting documentation will commence. These activities will be undertaken according to Concorde’s Programming Guidelines and Standards, which will be made available to the Customer on request.

2.3 Testing and Acceptance

The Customer may, at its option, submit test data and expected results to Concorde prior to commencement of testing, otherwise and additionally Concorde will prepare and conduct program and system tests on the Software. The acceptance test for the Software may be conducted on either the Customer’s or Concorde’s premises, in either case the Customer has the option to have one of his staff present during this test. In the event of a test failing Concorde shall have a further three opportunities to correct and retest. If the Software continues to fail then the Customer may terminate this Agreement or accept the Software at a mutually agreed discounted price. Should the Customer commence using the Software in his business activities it will be deemed to have successfully completed its acceptance test, whether this was formally completed or not.

2.4 Supporting Documentation

The Supporting Documentation will comprise a User Manual explaining how to use the Software modified or developed. Any further Supporting Documentation will be specified in the Quotation.

2.5 Variations/Modifications

At any time prior to the commencement of the Detailed Specification or Programming the Customer may request in writing a change to requirements. Concorde reserved the right, upon receipt and evaluation of such a request, to change any previously indicated charges or completion dates as it shall judge to be reasonably necessary. Should any such requested changes make the project unacceptable to Concorde, for whatever reason, Concorde reserves the right to charge the Customer for time and resources already spent up to the maximum value previously indicated to the Customer.

2.6 Intellectual Property Rights

The copyright and all other intellectual property rights and confidential information in the Detailed Specification, the Software and the Supporting Documentation shall vest in Concorde.

3. OTHER SERVICES

3.1 Supervision of Tasks

The Customer will have sole responsibility for the supervision of tasks performed on its site in connection with the Service whether supervised by Customer personnel or by Customer personnel with the assistance of Concorde personnel.

3.2 Time Based Charges

Where the Services listed on the Quotation are being charged based on the time worked these will be subject a minimum time of one quarter (1/4) hour for those services provided on Concorde’s premises and two (2) hours for those provided elsewhere.

3.3 Additional Charges

In addition to payment for charges listed on the Quotation the Customer will reimburse Concorde for expenses incurred by Concorde in the provision of the Services, including travelling; telephone; supplies; transportation; secretarial; and messenger services and any additional expenses incurred by Concorde in making changes requested by the Customer.

For further information, please call sales on 01484 405405.