This agreement sets out the terms and conditions on which we, Internet Solutions Services Ltd, will supply you with Jakx.
Our Commitment to you:
1.1 — We will provide you with Jakx software for an on going period commencing on the agreed commencement date as noted on this agreement. This agreement is then deemed as a continually renewed agreement subject to clauses in this agreement or until given notice by the company. Your continual use of Jakx including installation and any/all upgrades or use of the service and support facilities shall be deemed as acceptance by you of the renewal of this agreement and of all payments liable.
1.2 — We will provide Jakx in accordance with this section 1 with all due care and skill.
1.3 — We will provide technical support which will be given by telephone, fax, email, on-line and postal mail at your option as to use of the software and to the diagnosis and rectification of faults in the software, but not in respect of malfunctions in computer hardware, operating systems or printers. This support shall be available between the hours of 9am and 5pm on each working day through our ticket system.
1.4 — We shall use all reasonable endeavours to respond to you by the end of the next working day.
1.5 — We do not warrant or guarantee you uninterrupted or error free service of any technical support as set out in section 1.3 above in circumstances where any fault arises out of the improper use, operator action or neglect of the software or any equipment, modification or merger of the software (other than as permitted in writing by us). Your failure to implement recommendations or solutions to faults notified to you by us, any repair adjustment or alteration made by any person other than us without our previous consent, or any failure to install promptly and use any replacement software.
Your Obligations to us
2.1 — Ensure the software is used only on the computer hardware for which the software has been licensed and approved. The company reserves the right to establish conformity to this section at any time, giving 48 hours notice to the client.
2.2 — Maintain and operate the software in a proper and prudent manner in accordance with such advice and instruction as we may issue from time to time and allow its use only by competent and authorised personnel.
2.3 — Not permit any alterations in the software, the operating instructions or the manual, save by written consent from us.
2.4 — Make available to us without charge, any information or facilities to enable us to discharge our obligation under this agreement including, but not limited to, computer print-outs, photocopies of documents, provided always that we shall hold as confidential any such information provided by you.
2.5 — Notify us of any defect or alleged effect within three days of the date it becomes apparent and
2.6 — Be responsible for ensuring that the software is suitable and appropriate for the purpose and use intended.
How can this agreement be terminated?
3.1 — We may terminate this agreement by giving you seven days written notice at any time and if we do, we shall refund to you such pro-rata amount of the monthly fee as is appropriate to the unexpired period of the term of this agreement.
3.2 — You agree that we shall be entitled to terminate this agreement immediately and without refund if:
- You commit a material or persistent breach of your obligation under this agreement and in circumstances where such a breach is capable of rectification, the same is not rectified within fourteen days following written notification of the breach by us.
- You fail to pay any amount you owe us within seven days of the due date whether under this agreement or any contract with us.
- We are notified that your agreement has ended for any reason or where you are in default of any payment obligation under the terms of your agreement
- You are unable to pay your debt (within the means of section 123 of the Insolvency Act 1986) or become insolvent or an order is made against you for liquidation or winding-up or dissolution or bankruptcy.
3.3 — Termination shall be without prejudice to any rights or claim we may have against you at the time of, or subject to, such termination and other than pursuant to section 3.1 no refund of the Set Up Fee in full or in part shall be made to you.
Our liability to you under this agreement
4.1 — Except as provided in section 1 above, or as expressed by statute to be incapable of exclusion or limitation, no other representations, warranties, conditions or guarantees, express or implied, including but not limited to implied warranties of fitness for purpose and satisfactory quality are made in respect to this agreement.
4.2 — We shall not be liable for any indirect, consequential, incidental or special damage or loss of any kind nor for any business interruption nor for loss of data, use, business, savings or suffering arising in any manner out of or in connection with this agreement or the use of the software or the support or maintenance of the same through any means deemed appropriate or necessary by us at any time, including the use of any method of remote access or connection to your equipment.
4.3 — If any exclusion or disclaimer contained in this agreement is held to be invalid for any reason, such conditions will not impeach the validity of any other part of the agreement.
5.1 — We reserve the right to issue replacement software on computer disc, compact disc or electronically via web page down load or email.
5.2 — The copyright, design rights and any other intellectual property rights in the source and object codes of the replacement software rest exclusively with us.
5.3 — Replacement software or any software provided by us is not liable to be copied or retained by the customer in any form other than in that for and in such status as has been originally agreed and provided.
6.1 — This agreement is personal to you or the company and may not be assigned, sub-contracted, licensed or otherwise dealt with or disposed of (whether in whole or in part) with out our prior written consent.
6.2 — This agreement constitutes the entire agreement between us relating to the software and supersedes all other agreements and any other literature.
6.3 — The benefit of this agreement and any authority created by this agreement and any debt or income created by this agreement is capable of transfer or disposal by the company to any third party in whole or in part.
6.4 — The company and /or its’ successors and assignees are irrevocably authorised as agent for the client to complete Payment method, Bankers Orders as a bankers order mandate and are able to present that order for payment to the clients bank and in addition to complete all payment, frequency, account and payee details and any relevant information. The company may only use this clause to secure payment of monies already due or monies that may become due and payable underthis agreement.
6.5 — In the event of any cheque(s) being returned unpaid, the company reserves the right to levy a £35.00 administration charge per cheque per representation.