1. DEFINITIONS
Within the meaning of these Terms and Conditions
“The Client” or “you” or “your”
shall mean the individual, firm, company, organisation or other entity or such duly authorised person or persons acting on behalf of such an entity, that requires goods, services or other work to be undertaken by Single Click Solutions Ltd.
“Single Click Solutions Ltd” or “we” or “us” or “our”
is the seller and/or provider of the goods and services and/or the Project Manager and/or the entity that will arrange for the work to be undertaken and/or for the goods and services to be provided to the client whichever is the capacity in which Single Click Solutions Ltd have undertaken to act.
“Work Undertaken”
shall include project management, hardware, networking, telephony and/or other similar products or services, software including computer Operating Systems, Databases, Middleware Bespoke Applications or Applications, whether purchased from third-parties, developed by us on your behalf, our generic products, work undertaken by us or by third parties on our instructions any combination of the above.
2. APPLICATION
These Terms and Conditions form an integral part of any Agreement between the Client and Single Click Solutions Ltd and applies to all statements made by us in our brochures, price lists, adverts, quotations, on the internet or verbally. Changes to these Terms and Conditions must be formally confirmed by us. Any other Terms and Conditions are excluded. Placing your order means that you accept these Terms and Conditions.
3. CONTRACT
- Quotations are only valid when they are provided in writing. All quotations are valid for a period of 7 working days unless otherwise stated in writing.
- All quotations incorporating Third Party Products/ or Services are subject to the Terms and Conditions agreed with the Third Party
- Your confirmation whether in the form of an Order, letter, email or other communication shall constitute a legally binding Agreement and implies acceptance of these Terms and Conditions.
4. PAYMENT
- Payment for the Work Undertaken shall be made in accordance with the Quotation and any deviation will constitute a major breach of the Contact. In particular, payment for third party products or services must be made either directly to the third party if this is what was agreed or we must be placed in funds to enable us to make the payment in accordance with the terms agreed with the third party. If for any reason you fail to make such payment, you shall hold us indemnified against any and all liability arising against us including the direct and indirect costs of defending any action by the third party against us.
- In any event statutory interest or 4% above the minimum lending rate shall be applied on any arrears.
- Cheques may only be accepted conditionally.
5. ENTITLEMENTS/OWNERSHIP
If the work undertaken includes products and software, their title and all property rights remains vested with us until full payment has been received. Until then you must not use these products or software, you must insure them, you must store them separately and you may not modify, pledge or sell them. At our option, you may be required to return them to the third-party supplier, to us, arrange for us to collect them or give us reasonable access to the place where they are stored to enable us to collect them. Should you sell them before title passes, you are required to hold the proceeds of sale on our behalf separately from your general funds until you can discharge the full balance due.
6. DELIVERY
Work Undertaken may be delivered in parts and payment shall be due and payable on any part that has been so delivered.
If you refuse delivery without our agreement, you must pay our expenses or loss resulting from that refusal, including storage costs, until you accept delivery. Risk of the loss of the goods passes immediately to you upon delivery.
Unless otherwise specified in writing, we would expect you to accept all Third Party Products or Services within the period required by the Third Party. You must inspect them for any defects or non-conformity during that period. After that period, it will be deemed that you have accepted the product or service provided.
7. WARRANTY
We guarantee all work undertaken by us to the agreed standards and undertake to pass on to you all third-party warrantees and documents.
We will not provide a warranty/guarantee for:
i. Suitability or fitness for purpose after our Terms Of Reference document has been agreed and signed by you
ii. Major changes in specification that involve more than one hours work time of a suitably competent professional
iii. Damage or liability for the incorrect use or misuse of the Service or Product
iv. Changes you make to your business processes and computer systems that adversely impact the original Terms of Reference.
v. Third Party Products, Software and OM specified and/or supplied by you
vi. Any instructions erroneously given by you and correctly performed/implemented by us.
8. LIABILITY
We accept liability for any private property loss or damage, death or personal injury caused by the negligence or deliberate misconduct of our employees, sub-contractors, Service Provider or our agents up to the limit of any Professional Indemnity or Public Liability insurance cover we may have from time to time. We do not accept liability for
- Indirect or consequential loss,
- Loss of business profits, sales, salaries, revenue, savings,
- Damage remedied by Us within reasonable time,
- Loss avoidable by you through reasonable conduct, including backing up all data and following reasonable advice in accordance with generally accepted best practices,
- All items excluded from the Warranty or by Force Majeure.
9. INTELLECTUAL PROPERTY RIGHTS (“IPR”)
The IPR to all software developed by us or on our behalf belongs to Single Click Solutions Ltd and the IPR to third-party software belongs to the third-parties that supplied them. Use of this software whether as stand-alone, or as part of another product or as part of a particular configuration for your enterprise is made under licence and under no circumstances shall the IPR in whole or in part be deemed to have been passed to you unless this has been specifically and expressly agreed in writing.
If for any reason we are deemed to have infringed on any Third Party IPR through their use in our software:
- We may recall and exchange or modify the Product or Service or refund you, minus depreciation.
- We are allowed to litigate, negotiate and settle claims and you must agree to assist us where IPR specified or owned by you is allegedly infringing.
- If and when litigation is directly related to Products and/or Services. Provided by us and only incorporating our IPR, then Single Click Solutions Ltd retains all owned IPR in Products and Services unless explicitly otherwise stated by contract or tort in writing. You must notify Single Click Solutions Ltd immediately of any infringing or unauthorised use of Product or IPR in it. Single Click Solutions Ltd will not indemnify you for:
- Third Party Products and Software;
- unauthorized modification; or
- Claims caused by the use of Products in conjunction with any other software or system not agreed by us
10. SOFTWARE
Software not owned by Single Click Solutions Ltdis supplied subject to licence and warranty of the Software licensor. In every case we shall provide the Software licence that you require with the Product from all Third Party Software supplied to you by us. You must comply with that licence. If you choose not to accept the licence, then you must negotiate with the licensor to refund any associated costs where applicable.
11. EXPORT CONTROL
You acknowledge that some Products and Services provided by us may include technology and Software which is subject to export control laws and laws of the country where it is delivered or used: You must abide by all of these laws. Product may not be sold, leased or transferred to restricted / embargoed end users or countries or for a user involved in weapons of mass destruction or genocide without the prior consent of the government or competent authority. You understand and acknowledge that export restrictions vary regularly and depending on Product, therefore you must refer to the current export regulations.
12. FORCE MAJEURE
Single Click Solutions Ltd is not liable for delays in performance (incl. delivery or Service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; 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.
13. 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.
14. DATA PROTECTION
Your data will be held and/or transferred in strict accordance with the agreed applicable data protection laws and if no applicable legislation has been agreed with the Data Protection Act 1989 of England.
15. JURISDICTION
Cyprus law and the exclusive court jurisdiction of the Cyprus courts will apply to this Agreement.
16. MISCELLANEOUS
If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Single Click Solutions 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.
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