GENERAL
The following are the terms and conditions attaching to acceptance by the Company of the Customer's (“The Customer”) order except where modified by special arrangements in writing. "The Company" means Estates IT Ltd, its associated or subsidiary companies.
2. TURNAROUND TIMES
Turnaround times are quoted in good faith and The Company shall not be liable for any loss of whatever nature resulting from failure to adhere to quoted time schedules.
3. INDEMNITY
The Customer hereby indemnifies The Company against any claim which may be made against The Company by any third party whether or not resulting from any breach or breaches of this Contract by the customer such indemnity to include any loss damage cost or expense (including legal expenses) which the Company may suffer or incur in connection with such a claim. In particular the responsibility for ensuring that advertisements comply with all relevant legislation and do not infringe the rights of third parties rests with the Customer
4. PRICE & PAYMENT
All monthly payments for software and services is payable at least one month in advance.
The price for renting software from The Company will not increase, at any given time, by more than three times the rate of inflation or 15%, which ever is the greater.
Payment is due on placing an order except where these terms are expressly modified by The Company. Under normal circumstances the Customer will provide a cheque with the order, alternatively the Customer may sign a Bankers Standing Order for the full amount due each month. VAT will be charged at the rate in operation at the relevant Tax Point date
If payment is not received by the due date stated on an invoice issued by The Company, The Company reserves the right to charge interest at Libor + 4% for the period of non receipt of the funds or to terminate or suspend the contract of service and / or supply of software.
Credit Card Payments
All Cards Accepted, please note there will be a 2% charge for the processing of a Credit Card payment. Debit Card Payments are free of charge.
Returned Cheque Charges
If a cheque is represented to the bank the company reserves the right to charge a fee of £10 to cover administration costs. If a cheque is refused payment from the bank the company reserves the right to charge £20 to cover administration costs.
5. TRANSFER OF SERVICE TO A NEW BUSINESS:
Where a client of The Company sells or transfers the business to a separate company and that business continues to use the service without material interruption. All outstanding amounts on the original account for services supplied by The Company are deemed to be transferred to the new company forming part of the consideration paid by the new owners.
6. NON-COMPETITION
The company undertakes that it will not itself nor through any agent offer any property for sale or to let or in any other way complete with the customer in relation to Estates IT Ltd service
7. WARRANTY
The company will make available to the customer the benefits of the Estates IT Ltd service using its customised software in an expeditious manner. Modifications and improvements to the software will be available to the customer during the term of the agreement. Copyright of the software shall at all times remain the property of The Company
The company undertakes to use its best endeavours to ensure that material supplied by the Customer shall be reproduced on the internet in an acceptable manner. However, it is recognised that owing to the limitations of scanning equipment technology the variation in quality of supplied material and the inability of The Company to intervene in the automated process that no guarantee is given that in every respect an advertisement is faithfully and without error reproduced. In this respect the Customer undertakes to abide by the instructions which shall be given from time to time by the Company to ensure that material submitted conforms to the required quality and in designated sequence. Except as neither otherwise stated no condition is made implied nor is any warranty given or implied as to the quality of advertisement provided under the Estates IT Ltd service.
The Customer Warrants that he has not relied on any representation descriptions, illustrations or specifications contained in any publicity or other material made or produced by The Company which are only intended to convey a general idea of the service mentioned therein.
8. MAINTENANCE AND SUPPORT
From time to time and as The Company deems fit it will be necessary to carry out maintenance of its Internet equipment. The Company undertakes to carry out this work wherever possible causing the least disruption to users of the system.
The Company reserves the right to withdraw support for the non current version(s) of Software supplied by The Company. The Company will give the Customer a notice period, of no less than 1 year, regarding the withdrawal of such support.
Full Terms & condition of PCHomes Support supplied by The Company are supplied in Appendix 1*.
9. TERMINATION OF CONTRACT
If the Customer wishes to terminate the contract of service or software rental, a minimum of 2 months notice must be given in writing to The Company, unless otherwise agreed in writing by The company. The Customer will be charged for that Period of Service and or rental.
At the end of the period of termination of any Estates IT Ltd software rental:
(i) The Customer or any related company or person is prohibited to use any such Estates IT Ltd Software and programs.
(ii) All disks containing Estates IT Ltd Software and programs must be returned within 7 days.
(iii)
All appropriate Estates IT Ltd Software and programs must be removed from all Hardware used by The Customer or any related company or person within 7 days.
If the Customer is found in breach, of any of the above, a charge of £2500 will levied upon the Customer, for each month of breach after the period of termination.
10. LIMITATION OF LIABILITY
Other than the duty to take all reasonable care in providing the services all conditions and warranties on the Company's part expressed or implied statutory or otherwise are (so far as may be possible in Law) hereby expressly excluded. Save in respect of death or personal injury caused by the negligence of The Company, its employees or agents The Company shall be under no liability for any loss or damage of whatsoever nature suffered by the Customer its employees or agents in contract tort or otherwise whether direct or indirect or consequential howsoever the same may be caused. The Customer accepts that the Company has acted in reliance upon the limitation of liability herein contained in determining the prices for services which are to be provided
11. ASSIGNMENT
The agreement shall be assignable by The Company, and The Company may subcontract to any third party the performance of all or any part of the service to be provided hereunder, without prior notice to the Customer.
12. DISPUTES
The proper law of the contract shall be English Law and the parties agree to submit to the jurisdiction of the English Courts in respect of all matters arising. Should any dispute neither arise under this contract the Customer hereby agrees that they will not withhold any payments due nor refuse to make prompt payment pending the resolution of such dispute setoff or counterclaim in respect of such dispute as a reason for withholding any payment due.
13. FORCE MAJEURE
Neither party shall be liable to the other if there is any total or partial failure of performance by it of its duties and obligations to the other if occasioned by any act of God fire, act of Government or State War civil commotion insurrection embargo strike lockout or any other reason beyond its control. It is hereby recognised by the Customer that the Estates IT Ltd service is dependant upon the service provided by its Internet Service Provider and that such service is outside the control of the Company. The Company will use a recognised and established Internet Service Provider but will not be liable for any reason whatsoever for any failure to provide the required service by the Internet Service Provider
14. ENTIRE AGREEMENT
The Company shall not be liable to the Customer for loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the Customer's order other than those confirmed by a duly authorised representative of The Company in writing.
* Appendix 1 PCHomes – Service & Support Contract
SECTION (1)
This agreement provides:
(i) Free Support and advice by telephone or via remote access using MSN Messenger during the hours of 9:00 AM to 5.30 PM, Monday to Friday, excluding Bank Holidays. Outside of these hours support calls will be monitored.
(ii) Telephone or remote access consultation with support staff, regardless of usage, application and techniques but within those laid down in this Agreement between the Company and the Customer and detailed below.
(iii) Response to all queries with specific reference to the Customer's use of the PCHomes software, within a target time of four hours from receipt of the call during normal support hours.
(iv) Free of charge upgrades to the PCHomes modules that are subscribed to by the Customer. Customers can obtain online upgrades via the company website – www.estatesit.com or via the PCHomes software.
(v)Release documentation & usage information will be available on request.
SECTION (2)
This agreement does not include:
(i)Training in respect of the PCHomes software for new staff either at the Company's premises or at the Customer's site.
(ii)Training to existing PCHomes users via Phone or remote access. If a support call is deemed as training, which will be assessed at the Company's discretion, Customers will be offered the option of on-site training, which will be charged at Estates IT standard consultancy prices.
(iii)Consultation in respect of amending or adding to existing systems fully installed.
(iv)Installation of PCHomes software on new hardware or the reinstallation of PCHomes software on existing hardware. Such installations will be charged at Estates IT standard consultancy prices.
(v)Any visits to the Customer's site, unless deemed necessary by the company for the rectification of malfunctions of PCHomes software, as a direct result of upgrades as provided by the Company.
(vi) Time spent on installing upgrades or training staff on the use of new facilities incorporated into PCHomes software
(vii) Support for software applications other than PCHomes.
(viii) Support for Hardware problems.
SECTION (3)
The Customer undertakes to observe the following:
(i) Prompt payment to be made by standing order or annual invoice, payable in advance.
(ii)Not to modify the software in any way, shape or form.
(iii)To always use the latest supplied version of PCHomes software covered by this agreement.
(iv)Not to distribute PCHomes software to any other site as covered in this agreement, unless authorised by the company.
SECTION (4)
This agreement is made subject to the following conditions:
(i) This agreement will be for a minimum of two months from the date of commencement and shall continue thereafter, until either party gives the other not less than two months notice in writing. This notice may be given at any time after expiry of the minimum period.
(ii) Standard charges will be invoiced by the Company and accepted by the Customer, for the periods of service supplied by the Company, in accordance with this agreement.
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