Terms and Conditions

  1. General Terms and Conditions

These are FoCul’s terms and Conditions as of 1/1/07

Definitions

Under the terms and conditions set out below:

The Company means FoCul Ltd

FoCul Ltd is Registered in England and Wales as Company No. 4014994.

The Client means any corporation, firm, company, organization, institution, person or persons to whom a quotation is made by The Company, or from whom an offer is received or is accepted.

Understanding

Any proposal or estimate or quotation offered by The Company is based on our knowledge and understanding of the Client¹s requirements. If as a result of any scoping or specification which The Company or its appointed agents may undertake or by any other means we become aware that the Work to be delivered varies significantly from the prevailing understanding we will inform the Client at the earliest reasonable opportunity. Any such variations may affect the scope delivery schedule and or cost of the project

Variations

This Agreement may be varied with the agreement in writing of the Client and of The Company and to the extent the variations require The Company to provide services in addition to the Services The Company shall be entitled to fair and reasonable remuneration thereof.

Warranties

The Company warrants that it will perform the contracted services with reasonable care and skill and that services and goods supplied under this agreement shall be fit for the purpose defined in the specification and will so far as is reasonably practicable comply with the prevailing specification.
The Company does not warrant that the operation of any equipment or systems including but not limited to software or computer hardware or components provided under this agreement will be uninterrupted or error free.
The Company warrants to rectify free of charge any errors or failures in the function of software provided by us and falling within the agreed specification for a period of 90 days following its acceptance by the Client. This warranty shall not apply if the equipment configuration upon which the software operates is modified by any party not under our direction or if the Client or their agents have modified the software except by prior written agreement. This Warranty shall not apply if the system fails due to a failure of the operating or applications platform on which the application is based.

Intellectual Property

Any material or systems or software created by The Company or its agents remain the copyright of The Company or its agents respectively and may not be commercially reproduced or resold unless by prior agreement with The Company.
The Company grants the Client the right to use any material or systems or software created by The Company or its agents provided within the specification and scope of the Work subject to the terms or limitations for its use as set out in any proposal or quotation relating to the Work and agreed by the Client.
The Company is not responsible for any copyright infringements caused by or relating to materials provided by the Client or its agents. The Company reserves the right to refuse acceptance of any material over which copyright may apply unless adequate proof is provided to us of the right to use such material.
The Client shall not be permitted to sub-license or rent or loan or create derivative works based on the whole or any part of the Works supplied by us under this agreement without prior written agreement with The Company.

Confidentiality

All trade or professional information other than information in the public domain given to any of the parties or their respective employees by the other shall remain the property of the party giving that information.
Each of the parties agrees to use all reasonable means to prevent the disclosure of any trade or professional information not in the public domain to any third party or to any of its employees or agents other than that required to carry out the Work to which this agreement applies.
The Company or its agents shall not be liable for any loss or consequence arising from the disclosure of any information provided by the Client its agents or third parties for the purpose of carrying out or becoming incorporated into the Work where the Work is intended for publication.

Termination

The contract may be terminated forthwith by The Company if the Client fails to pay any sum due pursuant to the contract within seven days of the final due date provided that written notice has been supplied by any party if the other commits any material breach of any term of the contract and which shall not have been remedied within sixty days of a written request to remedy the same
by any party if the other ceases to trade or becomes insolvent or similar.

Limitations of Liability

The Company undertakes to exercise reasonable skill and care in performing the services and shall be liable only for negligent failure in performing the Services.

The Company’s liability for monetary or other remedies will not exceed the total of the charges paid by the Client to The Company for the services provided under this agreement. In no event shall The Company be liable to the Client for any consequential incidental indirect or special damages under any circumstances even if The Company has been advised of the possibility of the same except that which it is unlawful to exclude.

The Company does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of The Company, its employees or agents or authorised representatives.

The Company shall not be liable to the client for any delays in or failure of performance due to causes beyond its control including, without limitation, Acts of God, fire, flood, earthquake, War, insurrections, civil commotion, labour difficulties, embargo, Military or Government restrictions, prohibitions, quotas, priorities, allocations and other controls affecting the Company or its suppliers.
Nothing in this agreement confers or purports to confer on any third party any benefit or any right to enforce any terms of this Agreement.

Payment Terms

All prices quoted are exclusive of VAT.
If applicable, The Company may review the hourly charge rates from time to time and shall notify the Client of any increased rates and the date from which they will become effective.
Invoicing for goods material and services is to be made in accordance with an agreed schedule. Where no such agreement exists then the issuing of invoices shall be at our discretion.
Payment of our invoices by the Client is due within 30 days of the date shown on the invoice.
If any sum payable to The Company in relation to this agreement is in arrears for more than 14 days after the due date then The Company reserves the right without prejudice to any other right or remedy to charge interest on such overdue sum on a day to day basis from the original due date until paid in full at a rate of 3% above Barclays Bank Plc’s base lending rate in force from time to time.
All goods material and equipment provided by The Company under this agreement shall remain the property of The Company until paid for in full by the Client.

Governing Laws

These Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.

2  SaaS Terms of Service

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3 Perpetual Licence Terms

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