Terms of Trade - Correct as of 1st October 2003
Remote Support Supplimentary
Conditions
Definitions
1.1 LIS means Lodge Information Services Ltd, Slough Lane Danbury Essex CM3
4LX
1.2 The Company means LIS Ltd
1.3 Conditions means the terms and conditions for supply of goods or services
set out in this document and any special terms and conditions agreed in writing
by LIS
1.4 Customer means any person, firm or company who requests the Company to
supply goods or services.
1.5 Goods include but are not limited to any items, products, hardware, software
or licenses with or without media, whether owned outright or on a time limited
or subscription basis resold by the Company.
1.6 Services include but are not limited to telephone advice and support,
on or off-site support technician’s time, software development and
support, website design and maintenance, systems monitoring and management,
consultancy, design and project management whether offered on a time-chargeable
or fixed price subscription basis.
1.7 The Term of any subscription means the period of twelve (12) months commencing
from earliest of the date of payment of the relevant fee or the first delivery
of the service unless agreed otherwise in writing.
1.8 Working Day means any day from Monday to Friday (inclusive) which is
not Christmas Day Good Friday or a statutory Bank Holiday
2. Conditions Applicable
2.1 These Conditions apply to, and are incorporated in, all contracts for
Goods and or Services supplied by LIS to the Customer to the exclusion of
all other terms and conditions including any terms or conditions which the
customer may purport to apply under any order confirmation of order or similar
document.
2.2 These conditions shall supersede all earlier conditions of the Company
and shall take precedence over any conditions of the Customer and shall not
be varied by the Customer without the written consent of a Director of the
Company.
2.3 All orders for Goods or Services from LIS shall be deemed to be an offer
by the Customer to buy the Goods or use the Services pursuant to these Conditions
2.4 Any variation to these Conditions (including any special terms and conditions
agreed between the parties) shall be inapplicable unless agreed in writing
by a Director of LIS.
2.5 LIS may at its sole discretion modify these Terms of Trade at any time
without notice. The Customer may find details on all LIS products and services
and updates to these Conditions via the Company website at www.lisltd.co.uk
or they may be sent out on request.
3. Services
3.1 Subject to clauses 7 and 14 of these Conditions LIS undertakes to provide
Services between the hours of 9am to 5pm on each Working Day during the Term.
3.2 Whilst LIS shall endeavour to respond to any request by the Customer
as soon as practically possible, LIS shall be under no obligation to supply
any Services within any specified period of time.
3.3 In the event that LIS is unable to resolve a technical problem LIS shall
send to the Customer or the representative nominated by the Customer a letter,
facsimile or email detailing the symptoms of the problem the possible causes
of the problem and (where possible) a recommendation to the action required
to remedy the problem. This will fully discharge LIS’ responsibilities
in respect of the problem irrespective of any other contractual arrangements
that may be in force.
4. Delivery
4.1 Any delivery dates quoted for Goods or Services whether verbally or otherwise
are estimates only and in regard to any such date, time shall not be of the
essence.
4.2 Delivery of Goods to the customer’s address or any other place
stipulated shall constitute Delivery and the risk therein shall pass on such
delivery to the customer.
4.3 Where additional services (such as pre-installation) have been requested
by the customer, delivery to the Company’s engineers at LIS’ offices
or elsewhere shall constitute Delivery and the risk therein shall pass on
such Delivery to the customer.
4.4 The Company shall be entitled to make partial deliveries or deliveries
by instalments and these conditions shall apply to each partial delivery.
5. The Title of Goods
5.1 Immediately upon Delivery to the Customer of any Goods agreed to be sold
by the Company to the Customer, the Customer shall become the bailee thereof,
and the Customer shall store such Goods in a suitable and separate place
where they can be readily identified as property of the Company. The legal
title thereto shall be retained by the Company as Bailor.
5.1.1 The risk in the Goods shall pass from the Company to the Customer upon
delivery of such goods to the Customer. However, notwithstanding delivery
and the passing of risk in the Goods, title and property in the Goods, including
full legal and beneficial ownership, shall not pass to the Customer until
the Company has received in cash or cleared funds payment in full for all
Goods and associated Services delivered to the Customer under this and all
other contracts between the Company and the Customer.
5.1.2 Payment of the full price of the Goods shall include the amount of
assocaiated Services, interest or other sum payable under the terms of this
and all other contracts between the Company and the Customer under which
the
Goods
were
delivered.
5.1.3 The Customer grants to the Company an irrevocable licence to enter
upon its premises for the purpose of inspecting the Goods, taking an inventory
and repossessing the same, should the Customer be in breach of any contract
entered into between the Company and the Customer.
6. The Price
6.1 Unless otherwise stated any prices quoted by the Company are exclusive
of value added tax and any other taxes, exclusive of carriage, packing and
insurance, exclusive of any release certificates and the Company shall charge
extra in respect of these items.
6.2 Prices quoted for Goods are those current at the time of quotation and
the price payable by the customer shall be that which is current at the time
of delivery to the customer.
6.3 Where agreed volumes are not adhered to by the Customer, the Company
reserves the right to amend the price structure in accordance with the quantities
delivered.
6.4 Prices quoted for subscription Services are calculated by LIS upon the
basis of information supplied by the Customer to LIS of the computer systems
and software used by the Customer and the expected use of Services.
6.4.1 In the event that the Customer’s use of subscription Services
exceeds the expected use of Services then LIS may serve one (1) months notice
in writing upon the Customer varying the Price and such varied Price shall
be paid by the Customer to LIS within seven (7) days of the expiry of such
notice
6.4.2 If the Customer is unwilling to accept the variation of Price pursuant
to clause 6.4.1 of these Conditions then the Customer shall inform LIS of
this in writing within seven (7) days of receipt of the notice of variation
of Price.
6.4.3 LIS may elect within 1 month of receipt of the Customer’s refusal
of the variation of the Price to terminate the subscription Service agreement
when an appropriate portion of the Price shall be refunded to the Customer
apportioned on a monthly basis less administration charge of ONE HUNDRED
POUNDS (£100.00) plus VAT
6.4.4 If LIS has not received either a refusal of the variation in Price
or payment of the varied Price in cash or cleared funds by the deadlines
set out in 6.4.1 or 6.4.2 respectively, LIS may elect to temporarily suspend
or terminate the subscription Service agreement at its sole discretion.
7. Payment
7.1 The price is payable on demand and is dependent on the type of Customer
account in force.
7.1.1 Pre-paid Account: All invoices must be paid in full before the Goods
are despatched or Services are performed.
7.1.2 COD Account: All invoices must be paid in full upon Delivery.
7.1.3 Credit Account: All invoices must be paid not later than 30 days from
invoice date or by the due date on the invoice, which ever is sooner.
7.2 The Company reserves the right to suspend delivery of Goods or Services
where payment is not received in accordance with clause 7.1 or in accordance
with any alternative terms of payment agreed in writing.
7.2.1 Where payment is not made in accordance with clause 7.1, the customer
shall pay interest on any unpaid amounts calculated at 5% above NatWest Bank
PLC’s base rate for the time being in force calculated on a daily basis.
7.3 No cash or other discounts will be allowed unless agreed in writing by
a Director of the Company.
7.4 If the Company is able to deliver some Goods or perform some Services
subject of an agreement but unable to deliver all such items due to any cause,
the customer shall pay for such items as are delivered or performed.
8. Suspension of Supply
8.1 LIS may suspend the supply of Goods or provision of Services where the
cause of the suspension is beyond the control of LIS including, without limitation,
breakdown of plant or machinery, strike or industrial dispute, shortage of
materials or failure of or delay in receiving supplies, hardware or software
incompatibility, failure of suppliers’ technical support, act of war
(whether declared or not), act of God, or any law or regulation of any government
or any local or municipal authority.
8.2 LIS will not be deemed to be in breach of any of its obligations or otherwise
be liable to the Customer due to any delay in performing or any failure to
perform any such obligations by reason of any cause detailed in 8.1. If any
such event continues for more than 28 days the Company may terminate the
agreement forthwith by written notice to the Customer without prejudice to
the accrued rights of either party.
8.3 In the event that LIS suspend the provision of prepaid subscription based
Services in accordance with clause 8.1 the Customer may at LIS sole discretion
be offered an extension of the Term for the same period as the period of
suspension
9. Specifications
9.1 All drawings, descriptive weights, dimensions, specifications and the
descriptions and illustrations contained in sales literature, reports and
price lists are approximate only and shall not form part of any agreement.
In addition, technical documents issued either before or after the conclusion
of any Agreement for the use or information of the Customer and such other
information as may be supplied to the Customer including specifications shall
not be copied, reproduced or communicated to any third party without the
Company’s prior written consent.
10. Customer Obligations
10.1 If the Customer with subscription based Services, shall materially change
or modify its computer systems, software used or configuration during the
Term then the Customer must notify LIS in writing.
10.1.1 Upon receipt of such notice LIS may at its sole discretion modify
the Services covered by the contract and reserves the right to vary the Price
upon such modification. The price variation and the Customer’s right
of refusal shall be notified in accordance with clauses 6.4.1 to 6.4.4 of
these Conditions.
10.1.2 If LIS should through whatever means become aware of changes that
should have been notified under clause 10.1 LIS may at its sole discretion
modify the Services covered by the contract and reserves the right to vary
the Price upon such modification. The price variation and the Customer’s
right of refusal shall be notified in accordance with clauses 6.4.1 to 6.4.4
of these Conditions.
10.2 The Customer must provide LIS with all reasonable courtesy, information,
cooperation and facilities and access to allow LIS to perform any Services
as agreed, failing which LIS shall not be obliged to perform such Services.
10.3 The Customer is responsible for the removal of any LIS software from
their systems on termination of any agreement under which it was licensed
to the Customer.
10.4 The Customer must ensure that all software present on their machines
is fully and properly licensed and that all use of their computer systems
complies with the applicable regulatory and legal requirements.
10.4.1 LIS has no wish to be associated in any way with a Customer who persistently
and knowingly breaks these rules. Accordingly, where such breach is identified,
the Customer will be advised and assisted to return to compliance. If the
Customer is unwilling or unable to redress the problem LIS may at its sole
discretion terminate any or all contracts with the Customer with immediate
effect.
10.5 The Customer agrees not to approach, engage or enter into a contract
of any sort with any LIS staff or subcontractors directly or indirectly for
twelve months after the termination of any contract with the Company.
10.5.1 Likewise, the Company undertakes to be bound by the obligations of
the above clause in relation to the Customer’s staff.
10.6 The customer is advised that some or all communication with LIS may
be monitored for training or quality control purposes.
11. Transfer of Staff
11.1 The Customer recognises that an ongoing contractual relationship exists
between the Company and its staff and agrees not to interfere with or disrupt
this relationship while said staff are on assignment to the Customer.
11.2 The Customer further recognises that the Company incurs significant
costs in recruiting and training staff and that in the event of an employee
or subcontractor leaving the Company and within 12 months working for the
Customer directly or indirectly, on a permanent, contract, full, part-time
or any other basis, compensation for this cost is to be paid. The amount,
subject to an overall minimum of £500, being the lesser of:-
11.2.1 The value of any fees earned or paid by the Customer to the employee
or subcontractor or any entity in which they have a beneficial interest,
in the 12 months prior to them leaving the Company and the 12 months after
they left the Company;
11.2.2 The total of all fees paid to the Company by the Customer for the
services of the employee or subcontractor in the 12 months prior to them
leaving the Company;
11.2.3 Any amounts paid by LIS to the employee or subcontractor during the
12 months preceding their departure from the Company.
11.2.4 Any amount negotiated in advance between the Customer and the Company.
11.3 The Customer shall supply on request a detailed breakdown of their dealings
with the employee or subcontractor and the Company shall raise invoices for
the amounts as specified above at not more than monthly intervals.
11.4 In the event that the Customer shall fail to supply information as reasonably
requested or should the information prove to be materially inaccurate, the
amounts given in 11.2.3 will apply and be invoiced accordingly.
12. Telecommunications Costs
12.1 In the nature of computer systems and remote support contracts, the
Customer may incur telecommunications charges during the normal course of
using the Services. These may be as a result of automatic or manual computer
to computer communications as well as voice calls. The Customer accepts liability
for all such charges and assumes full responsibility for controlling and
monitoring them as they see fit.
12.2 Where the Customer’s equipment includes automatic dialling equipment,
there is always a risk of unexpectedly high call charges due to a variety
of conditions. The Customer accepts full liability for these charges howsoever
caused and agrees that these form part of the liability implicit in this
type of system. LIS undertakes to inform the Customer of any such condition
as soon as practical once it becomes apparent, and to minimise any such costs.
13. Limitation of Liability
13.1 LIS accepts liability for any private property loss or damage, death
or personal injury caused by the negligence or deliberate misconduct of its
employees, agents or subcontractors. Except for death or personal injury
this liability is limited to the lesser of £250,000 or the Price paid.
13.2 Other than as accepted in clause 12.1, LIS shall not be liable to the
Customer for any loss or damage suffered by the Customer howsoever caused
through the supply of Goods or use of the Services or as the result of any
failure to supply the Goods or Services or interruption to supply of the
Services or suspension of the Services. LIS specifically does not accept
liability for, but not limited to, indirect or consequential loss; loss of
business profits, salary, revenue or savings; loss avoidable by the Customer
through reasonable conduct including backing up all data and following LIS’ reasonable
advice generally;
13.3 The value of any claim against LIS by the Customer shall not exceed
the Price paid.
14. Termination
14.1 LIS shall be entitled to immediately terminate any agreement by serving
written notice on the Customer upon the occurrence of any of the following
events:
14.1.1 default in payment by the Customer of any sum within seven (7) days
of the due date
14.1.2 failure on the part of the Customer to perform its obligations
14.2 LIS shall be entitled to terminate any contract at its sole discretion
and without disclosing any reason by service upon the Customer of one (1)
months notice in writing of termination
14.2.1 In the event of termination of any prepaid contract for subscription
Services by LIS in accordance with clause 13.2 a proportionate part of the
Price calculated by reference to the unexpired period of the Term shall be
repaid to the Customer
15. Force Majeure
15.1 LIS shall be released from its obligations in the event of national
emergency war prohibitive governmental regulation or if any other cause beyond
the control of LIS renders the performance of any agreement impossible
16. Non Assignment or Sub-contracting
16.1 The customer shall not assign the benefit of any contract without the
consent in writing of LIS.
17. Proper Law of Contract
17.1 All contracts are subject to the law of England and Wales
17.2 Each Clause contained in these Conditions shall be construed as a separate
Clause and if one or more of these clauses shall be held to be against the
public interest or unlawful the remaining clauses will still bind the parties
18. Headings
18.1 Headings contained in these Conditions are for reference purposes only
and should not be incorporated into this Conditions and shall not be deemed
to be any indication of the meaning of the clauses to which they relate.