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Seagrass
Software Limited - Terms and Conditions of Business
These terms shall take precedence over any terms to
the contrary and cannot be varied unless expressly agreed
in writing.
1. Software Specifications
Software is developed according to a requirements specification
written either by the Client or by Seagrass but which
in either case has to be approved by the Client.
2. Payment Terms
Unless a monthly payment scheme has been agreed with
the Client, the following terms shall apply. For contacts
of less than one thousand pounds in value, full payment
will be due thirty days following satisifactory completion
of the work undertaken. For contracts over this amount
we require that half the contract value be paid in advance
and the balance will be due thirty days following satisifactory
completion of the work undertaken. Interest at the rate
of fifteen percent per annum shall be payable on all
accounts not paid in full by their due date. The interest
will be added from the invoice date. Should the need
arise for Seagrass to instruct a debt recovery agency,
or to instigate legal proceedings, the customer will
be liable for any costs incurred.
3. Delivery and Acceptance
After the software has been installed, configured and
tested the Client shall have ten days to review the
documentation and test the software to determine whether
it complies with the applicable requirements. If during
this period the Client reasonably determines that the
software and/or documentation fails to comply with said
requirements, the Client shall notify Seagrass in writing.
This notification should specify the deficiencies and
upon receipt Seagrass shall be given thirty days in
which to correct the stated decificiencies. The Client
shall then have ten days to test and re-evaluate the
software and documentation. If, during this time, the
Client reasonably determines that the software and/or
documentation still does not comply with the requirements
and standards, the Client shall have the option of either:
i) Terminating this agreement.
ii) Granting Seagrass additional opportunities to correct
any deficiencies as agreed. If the Client fails to give
Seagrass written notice of any deficiencies during the
times above provided, the Client will be deemed to have
accepted the Software and Documentation. Upon acceptance
by Client, whether by affirmative acceptance or by its
failure to object during the above time frames, the
Client shall become immediately responsible for payment
of the applicable fee. Upon receipt of payment, Seagrass
shall immediately deliver to the Client one copy of
the completed software in source code format and one
copy in object code format on media deemed appropriate
by the Client.
4. Delays in Completion Dates
Seagrass will take all reasonable steps to adhere to
all agreed completion dates, and will inform the Client
as soon as is practicable if it anticipates any delays.
In the event that any scheduled delivery is inexcusably
delayed by more than thirty days, the Client will have
the option to declare Seagrass in Default of this agreement.
Any such delay will be determined excusable where the
delay is caused by forces beyond the reasonable control
of Seagrass, including, but not limited to, acts of
God, labor disputes or the actions of the Client which
prevent Seagrass from reasonably performing its duties
hereunder. An excusable delay does not include the failure
of Seagrass's employees or subcontractors to perform
duties assigned to them by Seagrass or the failure of
Seagrass to obtain required supplies and materials necessary
to perform its obligations under this agreement. In
the event of an excusable delay, Seagrass will not be
in breach of this agreement so long as it immediately
notifies the Client of the delay and takes reasonable
steps to cure the delay. In this event, the time for
performance may be extended for a period of time equal
to the duration of the conditions giving rise to the
excusable delay.
5. Training
Upon Acceptance, and where the contract value is of
at least five thousand pounds, Seagrass shall provide
two full days of training by a member of its staff to
a group of the Client's staff. Additional training,
if reasonably requested by the Client, may also be provided.
6. Ownership of Software and Documentation
The Client hereby grants to Seagrass a nonexclusive
and irrevocable license to use the Software in any manner
it sees fit including the right to prepare derivative
works based on the Software, to copy and distribute
the Software, to sell the Software or other software
developed from the Software, or to use of any of its
elements or background technology, subject only to the
restriction that Seagrass, and all of it's employees,
shall not, for a period of three years after delivery
of the completed software system, license, use or sell
the Software, or any substantially similar software
or derivative works based on the Software, to any individual,
business or other entity which is directly engaged in
competition with the Client.
7. Warranties
For the period and under the conditions below stated,
Seagrass warrants that the Software will be free from
material programming errors and defects. Seagrass additionally
warrants that the Software will be compatible with the
Client's hardware and software as agreed in the statement
of requirements. If, during the term of this warranty,
the Client reasonably determines that the Software fails
to perform as warranted, Seagrass shall promptly repair
any defects at no additional cost to Client. The above
warranty will last for one year following the Client's
acceptance of the completed system as provided above.
The warranty contained in this agreement will be null
and void if the Client fails to substantially maintain
and operate the Software according to Seagrass's instructions
or if the Client is otherwise in default of this agreement.
These warranties do not apply to defects or errors caused
by modification to, or misuse of, the Software by anyone
other than Seagrass or parties under the control of
Seagrass. Seagrass warrants that it has the right to
transfer good and legal title in the Software and Documentation
to the Client. Seagrass represents that it will not
knowingly infringe upon proprietary rights of any third
party in the performance of its obligations under this
agreement including the delivery of the Software and
Documentation required under this agreement. Seagrass
further warrants that the Software and Documentation
do not infringe on the copyright, trade secret or trademark
rights of any third party.
8. Software Maintenance
Seagrass will provide support services not otherwise
covered by the above warranty provisions as is reasonably
required by the Client at an amount to be agreed with
the Client prior to commencement of work. Such support
services include, but are not limited to, consultation
concerning the operation and utilization of the Software,
software error correction, and designing, coding, and
implementing program changes and modifications.
9. Confidentiality
Seagrass agrees to treat all information provided by
the Client as confidential. Such information includes,
but is not limited to, Client's customer lists, financial
information, business plans, and proprietary intellectual
property. Said parties shall use all reasonable methods
to keep such information confidential and shall not
disclose such information except as is necessary either
to reasonably carry out the terms of this agreement,
is required by law or is otherwise authorized by this
agreement. Information which was known by Seagrass without
an obligation to keep it confidential or which was developed
by or for it, is not considered confidential information
under this agreement. If required by the Client and
requested in writing, Seagrass agrees to cause any person
who is actively involved in it's business to enter into
a separate Confidentiality Agreement incorporating the
above terms. Seagrass shall use its best efforts to
prevent anyone from violating this confidentiality agreement
and shall cooperate with the Client in its enforcement. |
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