Terms & Conditions of Sale

1. Definitions

• "You", the Customer a person or company buying Products from us.
• "Softwerx Ltd." (us, our) is the Product or Vendor as identified on your invoice and, where relevant, Service Provider.
• "Integration Material (IM)" means 3rd Party Products or products specified or provided by you.
• "Quotation / Proposal" is the document where in the product and service is outlined in detail.
• "Price" as stated in Quotation / Proposal.
• "Product" as described in Quotation / Proposal, may include products, service offerings or software development.
• "Service Offering" as described in Quotation / Proposal and Softwerx Ltd. Service description document.
• "Service Provider" means Softwerx Ltd. or its authorised Service experts.
• "3rd Party Products" means all goods that are not Softwerx Ltd. branded Products.
• "Software" means computer operating systems, middleware or applications.
• "Service" means general service and support carried out by Softwerx Ltd. in accordance with the Service Offering.

2. Application

This Agreement applies to all sales, service and all statements made by Softwerx Ltd. in brochures, price lists, adverts, quotations, on the internet or verbally. Any variations to this Agreement must be confirmed by Softwerx Ltd. in writing. Any other Terms and Conditions are excluded. Placing your order means acceptance of this Agreement. This Agreement does not apply to Product purchases from a reseller or distributor nor is it a reseller or distribution agreement.

3. Quotations / Proposals / Orders

Quotations / Proposals are only valid in writing and during the period that they state. If unstated, the period is 21 days for service and software development and 7 days for hardware and software (incl. 3rd Party Products). Orders may be received by writing, internet or fax. Softwerx Ltd. reserves the right to change Products (incl. 3rd Party Products) at any time but Softwerx Ltd. guarantees you at least equivalent functionality and performance.

4. Price & Payment Terms

Products and Service Offering prices, tax, delivery, insurance and installation are as shown on your invoice. Changes to exchange rates, duties, insurance, freight and purchase costs (incl. for components and Services) may cause Softwerx Ltd. to adjust prices accordingly. Payment will be made before supply or Service or, if agreed, within 30 days of the invoice date without further notice from Softwerx Ltd.. Payment timing is of the essence. Softwerx Ltd. may suspend deliveries or Service until full payment for that order. If payment is late, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, we charge interest on all late payments of UK Bank of England Base Rate plus 8% which represents our loss of utility of the money and the increased risk. The overdue period for each invoice begins 30 days from the date of invoice. If payment is not made within 7 days notification, an invoice will be raised for the outstanding interest and additional invoices raised monthly. We always pursue all debts, as a matter of principle, using all means at our disposal. In either case, the costs of recovery shall be payable by you. Cheques may only be accepted conditionally.

5. Delivery/Title/Risk

The delivery period in the quotation / proposal is approximate. Delivery by instalments may be made. The place of delivery is stated in the quotation / proposal. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. Softwerx Ltd. may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become Softwerx Ltd. agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. Softwerx Ltd. may sue for the Price before title passes. If you refuse delivery without Softwerx Ltd. agreement, you must pay Softwerx Ltd. expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods passes to you on delivery.

6. Return of Non-Faulty Goods

Softwerx Ltd. will not accept the return of goods unless such return has been authorised by an officer of Softwerx Ltd.. Softwerx Ltd. retains the right at its sole discretion whether to accept the return of goods and if so a charge may apply. In no circumstances are returns accepted for non-faulty goods after 7 days following delivery. The return goods and packaging must be unopened and undamaged, with all the seals intact. All goods are inspected on arrival and refunds will not be issued if the goods are not in this condition. We will refund the total amount paid for the goods, less any restocking fees, delivery and collection charges, within 30 days of receiving the returned goods.

7. Acceptance

When you receive Product you must inspect it for any defects or non-conformity within 14 days. After this period, you will have accepted Product. If Softwerx Ltd. agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you. A handling charge of 25% will be applied to all returned Product correctly supplied by Softwerx Ltd..

8. Product Warranty

Unless otherwise stated, Softwerx Ltd. guarantees to you that Softwerx Ltd.-branded Products will be free from defects for 30 days from delivery and spare parts for 30 days from installation or delivery date, whichever is the earlier. Should Product be defective within this period, Softwerx Ltd. will repair or replace Product within a reasonable time. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. Softwerx Ltd. manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice. Softwerx Ltd. warranty is given in place of all implied warranties and that such implied warranties are excluded to the fullest permitted extent. Softwerx Ltd. may revise its limited warranties from time to time but any such change will not affect products ordered by you prior to the date of such change. Softwerx Ltd. does not give a warranty guarantee protection for:

i. damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;

ii. damage caused by any party (except Softwerx Ltd.) or other external force;

iii. fitness for any particular purpose;

iv. 3rd Party Products, Software and IM specified by you. You will receive the warranty or licence for these products directly from their manufacturer or licensor;

v. any instruction given by you and correctly performed by Softwerx Ltd..

You must provide Softwerx Ltd. with all reasonable courtesy, information, cooperation, facilities and access to enable Softwerx Ltd. to perform duties, failing which Softwerx Ltd. shall not be obliged to perform any Service or assistance. You are responsible for the back up and confidentiality of all data in Product and all of your legal and regulatory requirements. Please note that your calls to Softwerx Ltd. may be monitored for training purposes.

9. Services

Will be provided by Softwerx Ltd. or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location or the complexity of the service being provided. Service may be provided via telephone or internet where appropriate. You must allow Softwerx Ltd. to examine Product at your or Softwerx Ltd.' premises (at our choosing). Softwerx Ltd. owns any replaced Product or parts resulting from repair and will charge Customer if these are not returned upon request. Unless stated in Service Offering, the following are excluded from Service: work outside local working hours, weekends or on public holidays, items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in Softwerx Ltd.' assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (e.g.: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.

10. Customer Factory Integration

Custom Factory Integration (CFI) Services may be provided by Softwerx Ltd. in accordance with Customer's instructions and technical specifications. You will specify and provide Integration Material (IM) or Softwerx Ltd. may obtain IM at your instruction. Softwerx Ltd. will indicate acceptance and/or validation of IM, then will integrate IM into Product, producing a CFI Product. Softwerx Ltd. may install CFI Product under your instruction or under Softwerx Ltd. technical advice, if agreed. Softwerx Ltd. will not carry out CFI work if it is not technically feasible in our view.

11. Liability

Softwerx Ltd. does not accept liability for:

i. indirect or consequential loss;

ii. loss of business profits, salary, revenue, savings;

iii. damage remedied by Softwerx Ltd. within reasonable time;

iv. loss avoidable by you through reasonable conduct, including backing up all data and following Softwerx Ltd.’ reasonable advice generally,

v. all items excluded from the Warranty or by Force Majeure.

12. Intellectual Property (IP)

Softwerx Ltd. indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. Softwerx Ltd. may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify Softwerx Ltd. for any of IM or IP specified or owned by you and integrated into Product. Softwerx Ltd. is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. Softwerx Ltd. retains all Softwerx Ltd.-owned IP in Product. You must notify Softwerx Ltd. immediately of any infringing or unauthorised use of Product or IP in it. Softwerx Ltd. does not indemnify you for:

i. 3rd Party Products and Software,

ii. unauthorised modification,

iii. any claim caused by the use of Products in conjunction with anything not supplied by Softwerx Ltd..

13. Software

Software not owned by Softwerx Ltd. is supplied subject to licence and warranty of the Software licensor. Softwerx Ltd. encloses the Software licence that you require with the Product where necessary; you must comply with that licence.

14. Force Majeure

Softwerx Ltd. is not liable for delays in performance (incl. delivery or Service) caused by circumstances beyond its reasonable control: examples include strikes, terrorist acts, war, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.

15. Confidentiality

Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.

16. Termination

Softwerx Ltd. may terminate this Agreement with immediate written notice if you: 1) fail to pay on time, 2) breach or Softwerx Ltd. suspects you have breached any laws. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent or is unable to pay debts as they fall due.

17. Your obligations as a Customer

You are responsible for:

i. your own choice of Product and its suitability for purpose;

ii. your telephone & postal charges in contacting Softwerx Ltd., if any;

iii. all licences are valid and available for Softwerx Ltd. as required;

iv. all software media is available for Softwerx Ltd. as required.

You must provide Softwerx Ltd. with all reasonable courtesy, information, cooperation, facilities and access to enable Softwerx Ltd. to perform duties, failing which Softwerx Ltd. shall not be obliged to perform any Service or assistance. You are responsible the back up and confidentiality of all data in Product and all of your legal and regulatory requirements. Please note that your calls to Softwerx Ltd. may be monitored for training purposes.

18. Data Protection

Your data will be held and/or transferred in strict accordance with the applicable data protection laws. You may instruct Softwerx Ltd. not to use your data for direct marketing.

19. Jurisdiction

English law and the exclusive court jurisdiction of the English courts will apply to this Agreement.

20. Miscellaneous

If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Softwerx Ltd. may subcontract, assign or transfer its obligations or rights to a competent third party whether in whole or in part. You may not assign or transfer any of your obligations. All notices must be in writing (by hand, email, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.