TERMS & CONDITIONS
Yousoft Ltd suggests that you take some time to read through these terms. This is
because the conditions shall apply to any quotation and or contract between us.
We want you to feel confident in accepting our offer to undertake work on your behalf.
If you have any questions or queries relating to any of the terms herein, please
contact us before entering into a contract with Yousoft Ltd by signing any official
documents, such as proposals, sales order acknowledgements or system specifications.
Our terms and conditions of trading do not affect your statutory rights.
1. Work to be undertaken by Yousoft Ltd
- 1.1. We will provide a Sales Order for you. This order will include details of recommendations
that we can implement for you.
- 1.2. We will implement the recommendations, in full or in part, contained in the
order. The sales order and any project schedule we may draw up is an integral part
of the contract between us.
- 1.3. You agree to nominate a person and a deputy to the nominated person to act
as a point of contact with us. To ensure we give you the best service we can, it
is important that you make any requests to us through the nominated person or their
deputy. We cannot act on the requests or instructions of any person other than the
person nominated by you or their deputy.
- 1.4. We seek to complete the work to your full satisfaction. When we have finished
the work you wish us to carry out, you agree to sign the ‘ Signing off form’
that accompanies any on site report. You are requested to provide us with names
of up to three people who will have the authority to endorse the form.
2. Payment
- 2.1. Hardware. Payment in full is required on delivery unless otherwise stated.
- 2.2. Services. Payment is due in accordance with the terms as stated on our sales
order acknowledgment.
3. Commencement and completion
- 3.1. There may be times where events beyond our control prevent us from finishing
the work on the suggested date for completion. If this occurs, we reserve the right
to complete the work and deliver any equipment to you when we are able.
- 3.2. We undertake to inform you of any problems that may occur, such as difficulty
with the supply of equipment, or other factors that may affect the date of completion
of the work.
- 3.3. We will ensure that the project schedule is raised to respect the payment terms
as indicated on the sales order.
- 3.4. The completion of project milestones has no bearing on project payment terms.
These remain strictly as indicated on original sales order. Unless otherwise stated.
4. Additional instructions
- 4.1. You may, without invalidating this contract, ask us to perform additional work.
- 4.2. If you want us to perform extra work, we ask you to confirm your request in
writing.
- 4.3. To protect both parties to this agreement, the price of any further work will
be agreed in writing between us before we carry out your instructions.
- 4.4. We will continue with supplementary work when we have your request in writing
and you agree to pay any additional cost.
5. Unforeseen complications
- 5.1. It is possible that further work, which was not apparent when preparing our
original quotation, may be required. If we discover extra work is needed, we will
inform you immediately, offer our advice in the circumstances, and seek to agree
with you about what action to take.
- 5.2. We reserve the right to charge for the cost of any additional work that was
not foreseen when we agreed to carry out work for you.
6. Preparation, Implementation & Training
- 6.1.We undertake to carry out the preparation necessary to configure the system
in accordance with the report submitted to you.
- 6.2. The estimate for this service is based on our experience in providing clear
instructions to users.
- 6.3. We undertake to implement and provide training as per the mutually agreed ‘primary
requirements’ and ‘implementation schedules.
- 6.4. We cannot accept responsibility for any deadlines not met due to unforeseen
circumstances beyond our control.
- 6.5. We do not accept responsibility for deadlines not met as a direct result of
our clients’ actions.
- 6.6. Furthermore, any stage payments subject to ‘landmark’ targets not met as a
direct result of our clients’ actions will remain due by the time as laid out in
the mutually agreed implementation schedule. This includes postponements.
- 6.7. We reserve the right to charge for the cost of any additional preparation that
was not foreseen when we agreed to carry out work for you.
- 6.8. If we cancel an appointment made under the terms of this clause for any reason,
we undertake to inform you and will provide the agreed service as soon as we can.
- 6.9. We reserve the right that If you cancel an appointment under the terms of this
clause for any reason, you agree to pay us as 25 per cent (25%) of the cost if you
cancel 3 days before we are due to attend; 50 per cent (50%) if you cancel 2 days
before we are due to attend and the full cost if you cancel the day before we are
to attend.
7. Telephone support line
- 7.1 We offer a telephone help line as part of the service to you. This service is
valid for the period stated on the software schedule.
- 7.2 The telephone support line offers technical support to you, should you or your
employees have difficulties using the equipment we have installed. This support
is limited to the software stated on your software schedule.
- 7.3 In offering this service, our aim is to provide an immediate analysis of the
problem you might face. We cannot guarantee to answer every question you ask us
in all circumstances. It is possible that you might face a problem that we cannot
solve on the telephone. In such exceptional circumstances, we will offer to help
you by visiting you on site, although we reserve the right to charge you for this
service.
- 7.4 You may make as many telephone calls as you need to during normal office hours,
between 9 am and 5 pm. We will endeavour to answer each call expeditiously. This
service is not available during public holidays.
- 7.5 All calls will be logged, assessed and prioritised as to the categories now
listed.
- 7.5.1 VERY IMPORTANT. Total software failure.
- 7.5.2 IMPORTANT. Modular failure, i.e. invoicing or payroll failure
- 7.5.3 MEDIUM. Function failure. Unable to run certain reports or run a function.(not
stationery or bespoke reports)
- 7.5.4 ENQUIRY. General enquiry.. “How do I?”
- 7.5.5 LOW. Minor queries for reporting and stationery designs (see point 7.7).
- 7.6 Yousoft Ltd can not be held responsible for loss of data if you fail to backup
data regularly. Please note the terms of clause 12.4. We highly recommend that you
back up you data regularly. Your procedures should adopt best practise by backing
up data each day, every week, and once a month.
- 7.7 Telephone support does not cover report and stationery layout design, although
aid will be given via the telephone for minor queries i.e. report page length or
field names.
8. Update cover
- We will supply to you any upgrades provided by the manufacturer as mentioned in
the schedule to our order, which gives details of the extent of the telephone support
and up-date cover we offer.
- 8.1 We will supply to you any upgrades provided by the manufacturer as mentioned
in the support schedule which gives details of the extent of the telephone support
and up-date cover we offer.
9. Licence
- 9.1 To start up and operate the YOUSOFT software, a licence code and password is
required. The release of this code is exclusively affected by YOUSOFT and will be
subject to acceptance of the licence terms herein.
- 9.2 Licence to use software and its documentation is non exclusive, non transferable
and is granted for the internal business purposes of your business any associated
group companies (for so long as they remain group companies) and within the scope
of uses defined in the price list for YOUSOFT Business One.
- 9.3 You, as the end user, remain directly responsible for any acts and omissions
of any associated group companies as if they were your own.
- 9.4 The right of use is granted but will not exceed the scope of use ordered.
- 9.5 Licence granted is done so on the understanding that the software shall not
be used for the control of power stations or mass transportation.
- 9.6 The software licence prohibits you, the end user, from making (or commissioning
the making of) modifications or enhancements except on terms previously agreed,
in writing, between us.
- 9.7 The software licence granted prohibits you, the end user, from decompiling,
disassembling, or reverse engineering any part of the YOUSOFT software or attempting
to do so unless permitted by law.
- 9.8 The software licence is granted to you, the end user, on the understanding that
you will keep the YOUSOFT software and its documentation confidential.
- 9.9 The software licence may permit you, the end user, to employ a third party to
operate and use the YOUSOFT software on your behalf in the course of providing you
with outsourcing services or any other type of facilities management service but
only on terms that:
- a) The identity of the third party be approved by YOUSOFT.
- b) The third party be permitted to use the YOUSOFT software and its documentation
for internal business purposes, and that of any of the end user’s group companies,
only.
- c) The third party comply with the terms of this licence agreement but there shall
be no novation or assignment of the licence and that you, the end user, will remain
liable for the acts or omissions of the third party.
- 9.10 The software licence prohibits you, the end user, from establishing installations
of the YOUSOFT software in territories in which YOUSOFT reasonably believe that
the intellectual property rights in the Yousoft software or documentation are unenforceable,
to which export of the YOUSOFT software is restricted by law or governmental regulation.
- 9.11 It is understood that 5 (five) licences granted provide for full access and
5 (five) Licences provide draft purchase order entry only to the YOUSOFT software.
Any usage outside of these parameters will be deemed as licence infringement.
- 9.12 Our right to audit the application and use of granted licenses is reserved.
10. Intellectual property rights and know how relating to bespoke systems
- 10.1. All intellectual property rights and knowhow in or relating to the Specifications,
whether subsisting prior to the entry into the contract or generated or arising
in the course of the contract shall (with the sole exception of any intellectual
property rights or knowhow belonging to you prior to the entry into the contract
which have been incorporated into the Functional Specification or the System Design
Specification) remain or vest with us.
11. Supply of equipment
- Where equipment is supplied by us to you, the following terms and conditions apply:
- 11.1. Formalities of contract
- We accept orders at our discretion. If we accept an order from you, it will only
be accepted on these conditions.
- 11.2. Specification
- All equipment supplied by us will be as specified on our order form. We reserve
the right to supply you with equipment of a higher specification at the same cost
to you.
- 11.3. Acceptance
- You will be deemed to have accepted all equipment on delivery by us to the address
specified in this order.
- 11.4. Delivery
- We undertake to deliver the equipment at the time and on the date agreed between
us. We will inform you if factors beyond our control prevent us from delivering
as agreed. If we have difficulty in delivering on time, we will deliver as soon
as we can.
- 11.5. Ownership of goods
- Ownership of the equipment remains with us until you have paid the amount due in
full.
- 11.6. Risk
- Risk in the equipment shall pass to you when we have delivered it. You will be responsible
for insuring the equipment to its replacement value, naming us as the loss payee.
You agree, at our request, to provide us with a Certificate or other evidence of
such insurance.
- 11.7. Title
- 11.7.1.We warrant that we have good title to the equipment and we will transfer
our title to you subject to the terms of clause 11.7.2.
- 11.7.2.Title to the equipment will not pass to you until you have paid the amount
due in full.
- 11.8. Damage in transit
- We will replace, free of charge, any equipment proved to our satisfaction to have
been damaged in transit. For us to replace such damaged equipment, you must inform
us within 24 hours after we have delivered the equipment. We also ask you to provide
written notification of the damage within 7 days, and so far as practicable, of
its nature and extent.
- 11.9. Guarantee
- The hardware purchased from us is guaranteed for 12 months. This guarantee is in
addition to your statutory rights at law. The guarantee excludes faults due to incorrect
installation or misuse, accidental or wilful damage, repair or interference with
the hardware by a person not authorised by us.
12. Limitation of liability
- 12.1. We cannot accept liability for failure in any hardware or software we supply
or work on in the following circumstances:
- 12.1.1. When defects are caused by the manufacturer of equipment or producer of
software.
- 12.1.2. Where the person using the equipment or software caused the problem.
- 12.1.3. If hardware or software is affected by a virus.
- 12.1.4. Where you supply software that is not compatible with the hardware.
- 12.2. In addition, we cannot accept liability if data is corrupted for any reason
beyond our control. The following is a list of possible reasons that might cause
data to be corrupted:
- 12.2.1. Failure of the electricity supply.
- 12.2.2. Faulty hardware.
- 12.2.3. Data that has been put into a system that is itself corrupt.
- 12.2.4. Deliberate and malicious actions by an individual that causes damage.
- 12.3. The list provided in clause 12.2 is provided to illustrate how some problems
might occur, and is not intended to be exhaustive.
- 12.4. We do not accept liability if you fail to back up data.
- 12.5. If any problems occur after we have completed work to your satisfaction, we
undertake to discover the cause of the difficulty. We reserve the right to seek
payment for any work we carry out that has not been caused by our actions.
- 12.6. If we breach the terms of this contract, your remedy will be limited to damages.
Our liability will not exceed the price of any equipment supplied or the fee for
our consultancy service.
- 12.7. With the exception of Clause 12.6, we shall not be liable to you, regardless
of the form of action, whether in contract, tort (including negligence and breach
of statutory duty), strict liability, or otherwise whatsoever,
- 12.7.1. for any loss of profit, business, contracts, or revenues, or
- 12.7.2. for failure to achieve anticipated savings in costs or expenses, or
- 12.7.3. for any special, indirect or consequential damage of any nature whatsoever.
13. Application of these terms
- These terms are to govern any contract between us. They shall prevail over any terms
put forward by you, unless we expressly agree to them in writing. No conduct by
us or our employees shall be deemed to constitute acceptance of any terms put forward
by you.
14. Dispute resolution
- 14.1. We aim to provide you with an excellent service. If a dispute arises out of
or in relation to the contract between us, we will use our best efforts to negotiate
with you in good faith to settle any dispute amicably.
- 14.2. However, if our negotiations fail to reach a solution, you agree that the
dispute will be referred to the arbitration of a single arbitrator to be agreed
between us. Failing such an agreement, an arbitrator shall be nominated by the President
for the time being of the Cambridge Chamber of Commerce.
- 14.3. The decision of such arbitrator shall be final and binding on both parties.
- 14.4. Any reference under this clause shall be deemed to be a reference to arbitration
within the meaning of the Arbitration Acts 1950 and 1979 or any statutory modification
or re-enactment thereof for the time being in force.
15. Termination
- 15.1 In the event of our termination as a COMPANY partner, this agreement may
be novated in favour of COMPANY or (with your consent) another COMPANY
partner.
- 15.2 We reserve the right to terminate this agreement on the grounds of material
breach by you, the end user, of these terms and demand the immediate return or destruction
of all software and documentation supplied by us under this agreement.
16. Warranty
- 16.1 No specific warranty about the performance or functionality of YOUSOFT software
is either implied represented or intended.
17. Confidentiality
- 17.1 We undertake to keep confidential and not to disclose to any third party any
confidential information supplied by you under this agreement.