Terms & Conditions
Terms and Conditions of Sale for Sherwin Business Systems Ltd plc (“Sherwin Business Systems Ltd”) and the party or parties contracting to purchase Goods and /or Services
All orders are accepted subject to the terms and conditions of sale laid out below. These terms and conditions shall only be varied or special terms and conditions agreed in exceptional circumstances and any such variations or special terms and conditions will only apply with the written agreement of a director of Sherwin Business Systems Ltd.
1. DefinitionsIn these conditions: - “Client” means the person who accepts a quotation of Sherwin Business Systems Ltd and whose order for the Goods is actioned by Sherwin Business Systems Ltd. “Goods” means computer software and or hardware, details of which are set out in the order which Sherwin Business Systems Ltd is to supply in accordance with these Conditions. “Services” means the provision of consultancy or support services by Sherwin Business Systems Ltd’s employees and agents in connection with the maintenance or development of the Client’s computer systems. “Contract” means the contract for the purchase and sale of the Goods subject to these Conditions. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any variation or special terms and conditions agreed in writing between a director of Sherwin Business Systems Ltd and the Client. “Software” means both the computer program and related documents. “Licence” means the terms and conditions enclosed with each piece of software supplied or delivered by Sherwin Business Systems Ltd.
2. Quotations and Acceptance(a) Quotations given by Sherwin Business Systems Ltd are valid for 30 days (except where otherwise stated) and do not constitute an offer capable of acceptance by the Client. No binding contract shall arise until Sherwin Business Systems Ltd accepts the Client’s order by acknowledging the same in writing. Such acknowledgement shall be subject to the software or equipment quoted for still being available and the provision of sufficient information by the Client to enable Sherwin Business Systems Ltd to proceed with the order. Sherwin Business Systems Ltd may at its discretion on small orders action the order without raising an acknowledgement. In these circumstances no binding contract shall arise until the Goods are delivered to the Client.
(b) Sherwin Business Systems Ltd will not accept any variation or modification of these terms or conditions or any other quoted terms or conditions unless the same are specifically agreed by Sherwin Business Systems Ltd in writing. The placement of any order by a Client shall be deemed to constitute acceptance of these terms.
3. Basis of the Sale(a) Sherwin Business Systems Ltd shall sell and the Client shall purchase the Goods and Services in accordance with the written quotation of Sherwin Business Systems Ltd and these conditions shall govern the Contract to the exclusion of any other terms and conditions specified by the Client, unless agreed by Sherwin Business Systems Ltd in writing.
(b) Sherwin Business Systems Ltd its employees and agent are not authorised to make any representation concerning the Goods unless confirmed by Sherwin Business Systems Ltd in writing. In entering into the contract, the Client acknowledges that is does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
(c) Any advice or recommendations given by Sherwin Business Systems Ltd its employees or agents to the Client’s employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Sherwin Business Systems Ltd is followed or acted upon entirely at the Client’s own risk and accordingly Sherwin Business Systems Ltd shall not be liable for any such advice or recommendation which is not so confirmed.
(d) Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Sherwin Business Systems Ltd shall be subject to correction without any liability on the part of Sherwin Business Systems Ltd. (5) Sherwin Business Systems Ltd records telephone conversations. Orders under a certain value, approximately £1000.00, will be accepted based on a verbal order.
4. Orders and Specifications(a) The Client shall be responsible to Sherwin Business Systems Ltd for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving Sherwin Business Systems Ltd any necessary information relating to the Goods or Services within a sufficient time to enable Sherwin Business Systems Ltd to perform the Contract in accordance with the terms, and time shall not be deemed to be of the essence of this contract unless and where specifically stated herein.
(b) The quantity quality and description of and any specification for the Goods or Service shall be those set out in Sherwin Business Systems Ltd’s quotation with such amendments as are accepted by Sherwin Business Systems Ltd in writing
(c) Sherwin Business Systems Ltd reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory requirements or, where the Goods or Services are to be supplied to Sherwin Business Systems Ltd’s specification, which do not materially affect their quality or performance.
(d) No order which has been accepted by Sherwin Business Systems Ltd may be cancelled by the Client except with the agreement in writing of Sherwin Business Systems Ltd and on terms that the Client shall indemnify Sherwin Business Systems Ltd in full against all loss (including loss of profit), damages, charges and expenses incurred by Sherwin Business Systems Ltd as a result of cancellation.
(e) All software lease options are for a minimum period of 12 months unless otherwise stated in writing by Sherwin Business Systems Ltd.
(f) Leasing of Job Tracker Professional includes *technical support and upgrades. *Subject to our fair use policy
(g) Outright purchase of Job Tracker Professional includes 6 months *technical support and upgrades. *Subject to our fair use policy. See 16. for our fair use policy.
(h) software leased is on a rolling contract basis. See 17. for contract termination.
5. Price and Delivery(a) The price of the Goods does not include VAT unless specifically stated and the Client shall be additionally liable to pay the VAT to Sherwin Business Systems Ltd at the rate applicable at the time of delivery of the Goods.
(b) Unless otherwise agreed delivery will be ex-works and Goods will be packed to Sherwin Business Systems Ltd’s normal specifications in non-returnable packing and carriage will be arranged at the request and at the expense of the Client. Where applicable cash on delivery charges will be added to the price of the Goods.
(c) The price of the Goods and Services shall be Sherwin Business Systems Ltd’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in Sherwin Business Systems Ltd’s published price list current at the date of acceptance of the order by Sherwin Business Systems Ltd. All prices quoted are valid for 30 days only or until earlier acceptance by the Client, after which time they may be altered by Sherwin Business Systems Ltd without giving notice to the Client.
(d) Sherwin Business Systems Ltd reserves the right by giving notice to the Client at any time before delivery, to increase the price of Goods or Services to reflect any increase in the cost to Sherwin Business Systems Ltd which is due to any factor beyond its control (such as, without limitations any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase to cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Client, or any delay caused by instruction of the Client or failure of the Client to give Sherwin Business Systems Ltd adequate information or instructions.
(e) Sherwin Business Systems Ltd reserves the right to suspend or cancel any unfulfilled Contract where payment for any previous Contract remains outstanding after due date of payment or where in the reasonable opinion of Sherwin Business Systems Ltd the Client is unlikely to be able to or willing to pay his debts as they fall due.
(f) Whilst Sherwin Business Systems Ltd shall make every effort to supply the Goods or Services within the required time, any delivery period quoted is an estimate only so that time will not be of the essence provided Sherwin Business Systems Ltd takes all reasonable steps to deliver the Goods or Services at the time stated but Sherwin Business Systems Ltd shall be under no liability whatsoever for failure to do so.
(g) Sherwin Business Systems Ltd is not responsible for loss or damage of Goods in transit. If the carriers and Sherwin Business Systems Ltd are notified of loss or damage within three days of delivery or nondelivery and within fourteen days of date of advice then there may be a claim against the carriers. In the event of damage, packing materials must always be retained for examination by the carriers. Goods sent on instructions of clients at “owners risk” cannot be the subject of a claim for loss or damage.
6. Risk and PropertyThe following expression shall apply in this clause 6: - Goods other than Software (“Hardware”) (a) Risk of damage to or loss of Hardware shall pass to the Client: -
(i) in the case of Hardware to be delivered at Sherwin Business Systems Ltd’s premises, at the time when Sherwin Business Systems Ltd notifies the Client that the Hardware is available for collection, or
(ii) in the case of Hardware to be delivered otherwise than at Sherwin Business Systems Ltd’s premises when Sherwin Business Systems Ltd has tendered delivery of the Hardware.
(b) Notwithstanding delivery and the passing or risk in the Hardware, or any other provisions of these Conditions, the property in the Hardware shall not pass to the Client until Sherwin Business Systems Ltd has received in cash or cleared funds payment in full of the price of the Hardware and all other Hardware agreed to be sold by Sherwin Business Systems Ltd to the Client for which payment is then due.
(c) Until such time as the property in the Hardware passes to the Client, the Client shall hold the Hardware as Sherwin Business Systems Ltd’s fiduciary agent and bailee, and shall keep the Hardware separate from those of the Client and third parties and properly stored, protected and insured and identified as Sherwin Business Systems Ltd’s property. Until that time the Client shall be entitled to resell or use the Hardware in the ordinary course of its business, but shall account to Sherwin Business Systems Ltd for the proceeds of sale or otherwise of the Hardware, whether tangible or intangible, including insurance proceeds and shall
keep all such proceeds separate from any moneys or property of the Client and third parties and in the case of tangible proceeds properly stored, protected and insured.
(d) Until such time as the property in the Hardware passes to the Client, Sherwin Business Systems Ltd shall be entitled at any time to require the Client to deliver up the Hardware to Sherwin Business Systems Ltd and, if the Client fails to do so forthwith to enter upon any premises of the Client or any third party where the Hardware is stored and repossess the Hardware.
(e) The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Hardware which remain the property of Sherwin Business Systems Ltd, but if the Client does so all moneys owing by the Client to Sherwin Business Systems Ltd shall (without prejudice to any other right or remedy of Sherwin Business Systems Ltd) forthwith become due and payable.
(f) Software shall be specifically excluded in clauses 6 (a) to and including 6 (e). Property in the Goods shall not pass to the client and the terms of the Licence related to that software shall always take precedent over these Terms and Conditions of Sale.
7. Contract Parameters and Variation ChargesThe contract relates only to the Goods and Services detailed in Sherwin Business Systems Ltd’s quotation and shall not include accessories, optional extras or Services other than those detailed therein. Installation or the provision of Services shall be limited to the description laid out in these Terms and Conditions, any additional Services provided by Sherwin Business Systems Ltd its agents or servants shall be charged to the Client at Sherwin Business Systems Ltd’s current rate for such Services. If Sherwin Business Systems Ltd incurs extra expense through variations in the original contract under the instructions of the Client or the Client’s authorised representative or through incomplete or incorrect information provided by the Client or the Client’s representative or through errors in work which are not under Sherwin Business Systems Ltd’s control or through delays, then the Client shall be charged labour at Sherwin Business Systems Ltd’s current labour rate, vehicle mileage at the Sherwin Business Systems Ltd current rate, travel by air, train or similar means at cost and materials or accessories at Sherwin Business Systems Ltd’s current list price.
8. Delivery(a) In the event of Sherwin Business Systems Ltd being unable to deliver or supply any Goods which are the subject of this contract for any reason other than those specifically excluded herein, Sherwin Business Systems Ltd’s liability in respect of any loss incurred by the Client shall be limited to the difference if any of the cost to the Client (in the cheapest available market) of replacement Goods.
(b) If the Client fails to take delivery of the Goods or fails to give Sherwin Business Systems Ltd adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to Sherwin Business Systems Ltd, Sherwin Business Systems Ltd may, at its absolute discretion: -
(i) store the Goods until actual delivery and charge the Client for reasonable costs (including insurance) of storage; or
(ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.
9. Payment(a) Payment by the Client shall be due within the payment period set out in Sherwin Business Systems Ltd’s quotation or subsequent acknowledgement of order. Any discount specified by Sherwin Business Systems Ltd shall apply only where the payment is made and received within the aforesaid period. If no payment period is set out in these documents, payment shall be due immediately. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
(b) If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Sherwin Business Systems Ltd, Sherwin Business Systems Ltd shall be entitled to: -
(i) cancel the contract or suspend any further deliveries to the Client;
(ii) appropriate any payment made by the Client to such of the Goods or Services (or the Goods or Services supplied under any other contract between the Client and Sherwin Business Systems Ltd) as Sherwin Business Systems Ltd may think fit (notwithstanding any purported appropriation by the Client); and
(iii) charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 2 per cent per month until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
(iv) charge the client a one off credit collection charge of £40.00 or higher depending on the amount outstanding.
(v) Sherwin Business Systems Ltd will continue to take monthly payments for leased software using the credit / debit card details you provided with the original sale unless future payments have been agreed using a different method.
(vi) Future monthly payments for leased software can be made using a credit / debit card or standing order payment.
(vii) In the event of a payment being missed or a standing order not being correctly set up Sherwin Business Systems Ltd will continue to take payments on a monthly basis using the credit / debit card used in the original purchase.
(viii) In the event payments for leased software become overdue by 3 months, the full annual balance will become due. Further failure to resolve the overdue payments will result in court action being made to enfore the debt.
10. Description and Date(a) Sherwin Business Systems Ltd reserves the right (where it is the manufacturer) to alter or change the design of the Goods.
(b) Sherwin Business Systems Ltd shall endeavour to ensure the accuracy of technical data literature and catalogues relating to the Goods but Sherwin Business Systems Ltd (so far as permitted by law) shall not be liable to the Client its employees agents or any other third party in contract tort or otherwise for any damages including loss of profits and goodwill or injury arising directly or indirectly from any error or omissions in such technical data literature and catalogues.
(c) Any information or specifications provided to or divulged to the Client shall be treated as confidential and shall not without the written consent of Sherwin Business Systems Ltd be divulged to any third party for any purpose other than the execution of any contract with Sherwin Business Systems Ltd.
(d) Sherwin Business Systems Ltd shall treat as confidential any information provided by the Client which is designated as confidential or which by its nature is confidential, provided that this shall not extend to any information rightfully in its possession prior to negotiating any contract.
11. WarrantyThe following expressions shall apply in this Clause 11: - Goods of which Sherwin Business Systems Ltd is not the original manufacturer (“Manufactured Goods”) The installation by Sherwin Business Systems Ltd employees or agents of Manufactured Goods and Software (“Installation”) In respect of Manufactured Goods: - (a) Subject to the conditions set out below Sherwin Business Systems Ltd warrants that: -
(i) the Goods will correspond with their specification at the time of delivery and the Client shall only be entitled to the benefits of any such warranty or guarantee by the manufacturer to Sherwin Business Systems Ltd and Sherwin Business Systems Ltd agrees to assign to the Client (insofar as it is able) the benefit of any warranty granted to Sherwin Business Systems Ltd by the manufacturer of the Manufactured Goods;
(ii) the installation will be undertaken with reasonable skill and care.
(b) The above warranties are given by Sherwin Business Systems Ltd subject to the following conditions: -
(i) Sherwin Business Systems Ltd accepts no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Client.
(ii) Sherwin Business Systems Ltd accepts no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Sherwin Business Systems Ltd’s instruction (whether oral or in writing), misuse or alteration or repair of the Goods without Sherwin Business Systems Ltd’s prior written approval.
In respect of the provision of Services: -
(c) Sherwin Business Systems Ltd shall act as agent only to the Client. Although Sherwin Business Systems Ltd will make every attempt to develop systems to the Clients instructions, Sherwin Business Systems Ltd does not warrant the performance or accuracy of any such systems and accepts no liability for damage or loss which arises as a consequence of the operation of the systems or the performance of associated software of hardware. In respect of Software: -
(d) By agreeing to purchase Goods comprising software the Client agrees to comply with the terms of the licence supplied with Sherwin Business Systems Ltd’s software products. In respect of all Goods and Services: -
(e) Sherwin Business Systems Ltd shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods or Services has not been paid by the due date for payment.
(f) Any claim by the Client which is based on any defect in the quality or condition of the Goods or Services or their failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to Sherwin Business Systems Ltd in writing within 7 days from the date of delivery or installation (whichever is later) and where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Client does not notify Sherwin Business Systems Ltd accordingly, the Client shall not be bound with the contract.
(g) Where any valid claim in respect of any of the Goods or Services which is based on any defect in the quality or condition of the Goods or Services or their failure to meet specification is notified to Sherwin Business Systems Ltd in writing within 3 months from the date of delivery in accordance with these conditions Sherwin Business Systems Ltd shall be entitled to replace the Services or Goods (or the part in question) free of charge or at Sherwin Business Systems Ltd’s sole discretion, refund to the Client the price of the Goods or Services (or a proportionate part of the price), but Sherwin Business Systems Ltd shall have no further liability to the Client.
(h) Except in respect of death or personal injury caused by Sherwin Business Systems Ltd’s negligence, Sherwin Business Systems Ltd shall not be liable to the Client by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of Sherwin Business Systems Ltd, its employees or Agents or otherwise which arise out of or in connection with the supply of the Goods or Services or their use or resale by the Client, except as expressly provided in these Conditions.
(i) Sherwin Business Systems Ltd shall not be liable to the Client or be deemed to be in breach of the contract by reason of any delay in performing or where any failure was due to any cause beyond Sherwin Business Systems Ltd’s control, without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Sherwin Business Systems Ltd’s reasonable control:-
(i) act of god, explosion, flood, tempest, fire or accident;
(ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(iv) import or export regulations or embargoes;
(v) strikes, lockouts or other industrial actions or trade disputes (whether involving employees or Sherwin Business Systems Ltd or a third party);
(vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
(vii) power failure or breakdown in machinery;
(viii) subject as expressly provided in these conditions, all warranties, conditions or other terms in respect of the Goods or the installation implied by statute or common law are excluded to the fullest extent permitted by law.
12. SMS (Short Message Service)(a) Due to the nature of the SMS delivery protocol, we cannot guarantee messages sent via our software products will arrive at their destination.
(b) SMS listed in our software will have been successfully forwarded onto the mobile network for delivery, this does not mean the message will necessarily arrive at the recipients device.
(c) You will be charged for SMS usage at the point of sending the message. We will only charge for SMS that have been successfully forwarded to the mobile network.
(d) SMS Credits need to be used within 1 year from the date of purchase.
(e) We are unable to offer refunds for SMS Credits.
(f) We reserve the right to charge an administration fee of £25.00 + VAT, payable in advance, to trace a non-delivered SMS.
(g) We do not allow SMS Spam or any unsolicited messages to be sent via our software.
(h) We reserve the right to immediately terminate an SMS account if you are found to be using it for any illegal avtivities such as bullying, sending threating or abusive messages.
13. Domain Names(a) All domain names are registered for a minimum period of 2 years.
(i) .uk domain names cost £29.00 + VAT, non .uk domain names cost £39.99 + vat for 2 years.
(b) All .uk domain names are registered with Nominet. Full terms and conditions are available at http://www.nominet.uk/go/terms (.uk domin names terms and conditions)
(c) You can only transfer .com, .net, .org, .info, .biz, .us, .ca, .cc, .cn, .com.cn, .net.cn, .org.cn, .co.uk, .org.uk .me.uk, .mobi, .me, .tv domains at this time.
(d) Regulations prohibit transferring domains that are less than 60 days old or that will expire with 7 days. Please wait at least 60 days before transferring new domains.
(e) To transfer your non .uk domain name to S B Systems please contact your local registrar and obatin an AUTH code and contact S B Systems for DNS values.
(f) To transfer your .uk domain name to S B Systems please provide your existing registrar with our Nominet Tag: SBSYSTEMS
(g) To transfer your non .uk domain name to another registrar please fax us with confirmation of the transfer using the company letterhead as per the whois details and provide us with payment using a credit / debit card or cheque.
(h) To transfer your .uk domain name to another registrar please fax us with confirmation of the transfer using the company letterhead as per the whois details. Please include the Nominet Tag of your new registrar.
(i) All balances due on the domain account must be cleared before the transfer of the domain will be allowed.
(j) Domain transfers away from S B Systems require a transfer fee of £30.00 + VAT. Upon receipt of payement you will receive an AUTH code, in the case of non .uk domains, or the transfer will be initated, in the case of .uk domains.
14. Patent RightsThe sale of the Goods and the publication or any information or technical data relating thereto does not imply freedom from patent, registered design or other industrial property rights in respect of any particular application of the Goods.
15. Returned GoodsIf Sherwin Business Systems Ltd agrees to accept returns other than defective Goods under the warranty contained in clause 11 they must be returned at the Client’s expense in original condition and if tested by Sherwin Business Systems Ltd will be subject to a minimum charge of 30% of invoice price together with VAT thereon if applicable.
16. Refund Policy(a) Boxed Product – should your order constitute a boxed product (boxed/CD sleeve sealed in cellophane), you can return the software after rejecting the licensing conditions, provided the software packaging is intact. If the packaging has been opened this is a sign that you have accepted the licensing conditions and we would only provide a refund should the software be found to be faulty. This would be within the first 30 days of purchase as per Sherwin Business Systems Ltd normal warranty.
(b) Online Software/Digital Download –the following special terms and conditions apply to any software that is purchased as a download from Sherwin Business Systems Ltd and a refund will only be applied :-
(i)If no free demonstration of the software was available at the time of your purchase (products which offer free demonstration versions are NOT refundable). Much of our software is available on a try-before-you-buy basis. There are free trial versions we can offer to ensure that you can fully experience it prior to making your purchase. We strongly encourage you, where available, to try the software prior to making your purchase to ensure that it meets your requirements.
(ii)You contact us at firstname.lastname@example.org or email@example.com or firstname.lastname@example.org within 7 days of your purchase.
(iii)You can provide us with identifiable information from your order (including but not limited to, order number and last 4 digits of credit card number used for purchase).
(iiii)Refunds are only made to the credit/debit card which was used for your purchase.
(iv)You destroy all copies of software upon refund. Please note that some software requires communication with our servers and creates a log of this activity. Any failure to destroy software constitutes a breach of licence and the refund conditions.
(c) We CANNOT provide refunds where:-
(i) You have purchased the software for the wrong platform i.e. Office Mac for a Windows PC.
(ii) Inability to operate the software in your computing environment.
(iii) Inability to apply the licence policy in your computing environment.
(iv) Where you have not notified by email us within 7 days that you have a problem.
(v) We are unable to refund software once it has been purchased as a download option. This no refund policy is in accordance with paragraphs 3.92 to 3.95 IT consumer contracts made at a distance: Guidance on compliance with the Consumer Protection; and with the Distance Selling Regulations (DSRs) 2000. Further information is available at www.oft.gov.uk. Ivi) Sherwin Business Systems Ltd and authorised resellers are required to prevent illegal distribution and/or reproduction of digital download software.
17. Technical Support and Fair Use Policy(a) Our fair use policy refers to the use of our technical support service for both outright licence purchase and ongoing lease licences.
(b) We offer an SLA of 4 hours. This means we will endevour to acknowledge and start resolving the issue within 4 hours.
(c) We offer all new customers technical support for Job Tracker Professional for a period of 6 months from the date of the first purchase Job Tracker Professioanl was made.
(d) Although we do not limit the amount of support after 6 months we do expect full compliance with our fair use policy.
(e) We offer support via the telephone, email and remote sessions using Teamviewer. (Teamviewer is subject to change)
(f) We support only Job Tracker Professional and its associated modules, Job Tracker Online, Job Tracker Mobile, Job Tracker Direct, Job Tracker Communications Server.
(g) Your technical support contract, or lease contract DOES NOT cover reinstallations or repairs of Job Tracker Professional where the problem has occured through no fault of our own.
for example, but not limited to, where you or your IT support people have :-
(g.1) Created new user profiles.
(g.2) Uninstalled Job Tracker Professional or associated modules.
(g.3) Replaced hardware, including hard drives.
(g.4) Installed other software that has corrupted Job Tracker Professional.
(g.5) Updated your operating system or infrastructure.
(g.6) *** We can provide you with installation instructions for you to resolve the problem yourself. ***
*** You can purchase an ad-hoc support incident for £84.00 + VAT if you would like us to rectify the problem for you. ***
(h) We DO NOT offer support on any non Job Tracker related products or technologies such as but not limited to networking, MS Word, MS Excel, MS Outlook, Creating Email Signatures, Sage, Printer problems, Internet connectivity.
(i) We DO NOT offer training as part of our technical support.
(j) We DO NOT cover the reinstallation of the Corporate version backend database system due to hardware failures or hardware upgrades or operating system upgrades or operating system changes other non Job Tracker related software that has caused a need for the backend database system to be reinstalled.
(k) We DO NOT cover the moving or migration of the corporate backend database system to a differnt machine for any reason inclulding but not limited to hardware failures, fire, acts of God, flood, operating system upgrades, hardware upgrades, security breachs.
(l) We will install Job Tracker Professional,at no cost and at the point of purchase, on the number of machines you have purchased or leased a licence for."
(m) If you want us to install Job Tracker Professional on any additional machines either on the day of purchase or at a future date there is a fee of £35.00 + VAT per additional installation."
You can of course carry out additional installations yourself at no extra cost.
(n) Job Tracker Professional and associated modules need to be installed with full administration rights.
(n) Fair Use Policy - Enforced after 6 months from initial Job Tracker Professional purchase.
(i) A single point of contact should be assigned from your company to a competent person with reasonable computer skills to be able to nagivate their local hard drive, navigate to a web site to download and run a piece of software.
(ii) It is expecetd the single point of contact should make a reasonable effort to resolve the problem before contacting Sherwin Business Systems Ltd for support.
(iii) When calling for support your are expected to have the remote control software already running with an ID and Password ready for our engineers to log into your system.
(iv) In the event of calling for support and the remote control software is not ready we reserve the right to terminate the call and ask you to call back when the remote session is ready.
(v) Please ensure the PC you are calling about is switched on and fully booted before calling us.
(vi) We reserve the right to refuse support for the same repeated issue when a solution has already been provided to you.
(vii) When applying upgrades we expect the single point of contact to be competent enough to be able to run the upgrade program with elevated administration rights.
(viii) We reserve the right to terminate a support call and ask for a call back when the user does not have the correct security rights on their own machine they are asking for support on.
(ix) Although we will not refuse a genuine support call, after 6 months we would not normlly expect more than 1 or 2 calls a month for support.
(x) We reserve the right to terminate a software lease and or refuse technical support where the request for support is consisently higher than 2 calls a month for a period of 3 months or more.
(xi) In the event we terminate a lease agreement we will provide you with 30 days notice in writing. After 30 days the software will cease to function. Within the 30 days notice period support will be withdrawn and no further purchases of any service or product will be provided.
(xii) In the event any final payment(s) is withheld we reserve the right to terminate use of the software within 24hrs of the lease payment becoming overdue.
(xiii) In the event we terminate a lease agreement and you have paid the licence fee annually in advance we will refund you the remaining period of whole months from the date the software ceases to function.
18. Lease of Software Licence.(a) The minimum lease term for all our software products, with the exception of Job Tracker Mobile, is 12 months. Job Tracker Mobile has 30 day terms.
(b) We will approach you 60 days prior to the end of your lease term and enable you to :-
(i) Terminate the lease by giving us 30 days notice in writing.
(ii) Extend the lease of the software for a further 12 months.
(iii) The software lease licence will automatically be renewed for a further 12 months if no response is received from you regarding renewal."
(c)You can of course adivse us you wish to terminate the lease at any point within your 12 month contract. The contract will run until it expires and will not be renewed."
(d)Termination of the lease before the minimum lease term of 12 months is available without penalty by purchasing a software licence outright.
(e) Early Termination. Assuming your payments are up to date, you will need to give Sherwin Business Systems Ltd 3 months notice, uninstall the software and make a single termination payment which will consist of rentals still left to go, minus an early settlement discount. A written quotation can be provided on request.
(f) Upon termination or expiry of the lease licence you MUST uninstall the relevant software product, i.e. Job Tracker Professional, Job Tracker Mobile and cease using it immediately. If you require assistance in the removal of the software please ask us."
(g) Continued use of the software after the licence has expired or been terminated will be in breach of our contract and result in you :-"
(i) Being billed, at the normal monthly rate plus an administration fee, for the illegal use of the software for the entire peroid you continued to use it after the licence expired."
(ii) It will also be deemed that continued use after the licence expiry, will result in you being billed for perpetual licence(s) for each unlicenced computer you used the software on. i.e.
You will need to purchase the number of licences you used illegally."
(iii) Payments resulting in breach of our software licence will be due within 7 days of the invoice being issued. Over due payments will result in further administration and interest fees
as per The Late Payment of Commercial Debts (Interest) Act 1998"
(iv) Failure to comply with our legally entitled compensation in respect of breach of our software licence will result in criminal court proceedings under the Copyright, Designs and Patents Act 1988"
(f) We reserver the right to refuse renewal of the lease.
(g) Please refer to section 16 which states our refund policy terms.
19. Insolvency of the Client(a) This clause applies if: -
(i) the client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (
ii) an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
(iii) the Client makes ceases, or threatens to cease, to carry on business; or
(iv) Sherwin Business Systems Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
(b) If this clause applies then, without prejudice to any other right or remedy available to Sherwin Business Systems Ltd, Sherwin Business Systems Ltd shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.
20. LawAny question relating to any quotation or any contract subject to these Conditions or agreed amendment of these Conditions shall be determined in all respects by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.