Terms And Conditions
These are the terms and conditions of supply of Blueberry Consultants Ltd in relation to the provision of Software Development Services. These terms shall be deemed accepted by our customers upon their placing an order with us:
3. The Project
4. The Customer's Obligations
The Customer shall:
5. Change Control
6. Acceptance Tests
7. Representatives and Progress Meetings
1 – System Failed
Multiple users not able to access the system to perform normal work.
2 working hours
2 – System Malfunction
The system is still considered operational with some functionality disabled.
4 working hours
3 – Operation impaired
System operation is impaired, slow running or prints not being produced. Core functionality is operational.
4 – Data Issues
System operates normally but incorrect data items or an individual user not able to access the system etc.
5 – Cosmetic Issues
Cosmetic error, e.g. spelling mistake, screen layout inconsistency. User enhancement request.
- computer equipment or computer software, other than the Software delivered by Blueberry; or
- modifications or customisation made by or on behalf of the Customer to the Software, without the authorisation of Blueberry; or
- Misuse use of the Software; or
- Force Majeure.
10. Licence and Ownership
11. Proprietary Rights
- The Customer shall promptly notify Blueberry in writing of any allegations of infringement of which it is aware and shall not make any admissions without Blueberry’s prior written consent;
- The Customer, at Blueberry’s request and expense, shall allow Blueberry to conduct and/or settle all negotiations and litigation resulting from any such claim subject to Blueberry taking over such conduct within 10 working days after being notified of the claim and provided that Blueberry diligently pursues the settlement of any such claim; and
- The Customer shall, at the request of Blueberry, afford all reasonable assistance with such negotiations or litigation, and shall be reimbursed by Blueberry on demand for all expenses properly incurred in doing so.
- procure for the Customer the right to continue using and possessing the Software or the infringing part; or
- modify or replace the Software (or part thereof) without detracting from the overall performance of the Software, so as to avoid the infringement.
12. Charges and Expenses
13. Terms of Payment
14. Liability and Insurance
- the sum for which Blueberry carries comprehensive insurance cover pursuant to clause 14.1 above; or
- a sum equivalent to the price paid to Blueberry for the products or services that are the subject of the Customer’s claim, plus damages limited to 25% of the same amount for any additional costs directly, reasonably and necessarily incurred by the Customer in obtaining alternative products and/or services.
- Either party shall be entitled to terminate this Agreement forthwith at any time by written notice to the other party if:
the other party commits a breach of any of the terms of this Agreement (and if the breach is capable of remedy) fails to remedy the breach within 30 days after receipt of notice in writing to do so; or
- the other party becomes subject to an administration order; a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of the other party’s property or assets; the other party enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent, or ceases to be able to pay its debts as they fall due.
- The provisions of clause 16.1 shall not apply where Confidential Information is divulged to:
either party’s own employees and then only to those employees who need to know the same;
- either party’s auditors, an officer of HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other party and then only in pursuance of such right, duty or obligation.
17. Non-Hiring of Personnel
18. Data Protection
- words importing any gender include every gender;
- words importing the singular number include the plural number and vice versa;
- words importing persons include firms, companies and corporations and vice versa;
- references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
- reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
- the headings to the clauses, schedules and paragraphs of this Agreement shall not affect the interpretation;
- any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
- any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
- any party who agrees to do something shall be deemed to fulfil that obligation if that party procures that it is done.
20. Agency, Partnership
23. Entire Agreement
24. Force Majeure
- when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
- when sent, if transmitted by fax or e-mail and a transmission report or return receipt indicating failure of transmission is not generated; or
- on the fifth business day following mailing, if mailed by Royal Mail; or
- on the tenth business day following mailing, if mailed by airmail, postage prepaid,
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.
28. Successors and Asignees
- who for the time being is entitled (by assignment, novation or otherwise) to that party’s rights under this Agreement (or any interest in those rights); or
- who, as administrator, liquidator or otherwise, is entitled to exercise those rights,
and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a Party’s rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.