We are committed to offering our customers the best levels of service and support. The agreement below sets out clearly the terms and conditions under which we will provide our 'Care Pack' support to you.
The EPOS Bureau Limited - Care Pack Terms and Conditions
This Agreement sets out the terms and conditions under which The EPOS Bureau Limited (hereinafter referred to as "the Company”) will provide the Customer with software care and will apply where the Customer has opted to receive a “Care Pack”. This Agreement is to be read in conjunction with the Company’s Terms and Conditions of Business.
“Administration Fee” means the sum of one hundred pounds to cover closing off the Customer’s account and updating the Customer’s systems across the business payable on termination of the Agreement;
“Annual Renewal Date” means a period of 12 months from the date of this Agreement;
“Customer” means the Customer’s business and includes the officers, employees and agents of the Customer’s business;
“Data" refers to the operational retail and transactional data that forms the system and which resides in the database directly linked to the Software including, but not limited to: sales, purchases and customer information;
“Software" refers to all software packages wholly owned by the Company and distributed to the Customer by the Company or its appointed agents;
“Support Services” means the ongoing support, if any and if expressly identified in the Proposal;
"Support Hours" Means 8.30 am to 6.00 pm Monday through Friday, 9.00am to 5.00pm Saturday and Engineer 'call-back' on Sunday between 10.00am and 4.00pm excluding, but not limited to, all public Bank holidays in the UK. & Northern Ireland;
“Term” means a period of 12 months.
1. The Company’s Responsibility
1.1 The Company will provide the Support Services pertaining to the Software using reasonable skill, care and diligence.
1.2 The Company will use reasonable endeavours to respond to and resolve a reported support issue within 4 hours where possible but time estimates will not be binding on the Company.
1.3 The Company does not make any guarantee in respect of uninterrupted service in respect of a resolution.
1.4 Support Services provided outside the Support Hours will be charged on a time and materials basis.
1.5 The Support Services expressly exclude;
1.5.1 Where the operational failure is caused wholly or in part by third-party software or influence;
1.5.2 Where problems are due to user misuse or failure to implement the software correctly;
1.5.3 Problems caused by accident, neglect, misuse or failure of electric power;
1.5.4 Where the use has gone beyond what is reasonably expected;
1.5.5 On-site training, administration of systems, scripting, programming, database design, web development, network design, setup or configuration, and set up or configuration of third-party software or hardware.
2. The Customer’s Responsibility to the Company
2.1 The Customer shall pay the subscription fees as detailed in the Proposal within 30 days of the invoice date.
2.2 In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, interest will be payable on outstanding fees.
2.3 Interest will be charged on the outstanding fees, at an annual percentage rate of 8% over the Bank of England’s base rate calculated on a daily basis for each day that the fees are outstanding.
3. Use of Software
3.1 The Customer shall ensure that the Software is properly maintained and used only on computer hardware for which it has been licensed. Any machines found to contain versions of Software which have not been licensed will be immediately subject to the fee applicable for the Software at that time.
3.2 The Customer shall provide adequate working space and facilities for the Company’s staff.
3.3 The Customer shall be responsible for backing up the Data and keep copies of backups in rotation taken at regular frequency and of a minimum of once every week to enable the Company to recover database information without undue loss of data and inconvenience to the Customer’s business.
3.4 The Customer shall allow the Company full access to the equipment, computer systems, peripherals or other hardware necessary to provide the Support Services.
3.5 The Customer will ensure that all dealings with all members of the Company staff, during the course of the provision of Support Services, are to be conducted in a courteous and polite manner. Abuse or harassment will not be tolerated and will result in suspension of the Customer’s Support Services.
3.6 The Customer will provide a suitable representative to liaise with the Company. The Company reserves the right to request a change in their point of contact.
3.7 The Customer will not allow any third parties other than the Company or its appointed agents to amend the Software or the Data in any way. Failure to adhere to this will be a breach of this Agreement.
3.8 The Customer will notify the Company of any problem, defect or malfunction of the software within five (5) days of the problem first occurring.
4. Termination of Agreement
4.1 This Agreement will last for the duration of the Term and shall automatically renew on the Annual Renewal Date unless terminated by either party giving 60 days’ notice in writing at any point prior to the Annual Renewal Date
4.2 The Customer acknowledges that they will be liable to pay the Administration Fee on termination.
4.3 The Company may terminate this Agreement if;
4.3.1 The Customer is in breach of any of its obligations contained in this Agreement;
4.3.2 The Customer has entered into liquidation whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;
4.3.3 The Customer has become bankrupt; or
4.3.4 The Customer ceases or threatens to cease to carry on business.
4.4 Such termination shall be without prejudice to any rights or claims that the Company may have against the Customer
5. Limitation of Liability
5.1 The Company’s total liability will not exceed the total amount paid to the Company by the Customer for the Support Services limited to the current year of support.
5.2 The Company will not be liable to the Customer for any business losses such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities, loss or corruption of any data, database or software or any special indirect or consequential loss or damage.
6. Force Majeure
6.1 Delivery of any Support Services to the Customer by the Company is subject to conditions beyond the control of the Company or its agents, including but not limited to Acts of God, acts of any public enemy, fire, flood, epidemic or quarantine restrictions, strikes, riots or civil commotion, freight or other embargoes, weather conditions or any failures by subcontractors or suppliers of the Company.
7.1 The waiver by either the Company or the Customer of a breach or default of any of these terms and conditions by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either the Company or the Customer to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other.
8. Warranties and Disclaimer
8.1 The Company will use reasonable commercial efforts to provide the Support Services under this Agreement in a professional manner, but the Company does not warrant that it will be able to answer all of the Customer’s questions about the applicable products as used by the Customer for the Customer’s business or personal purposes, or that the Company will be able to suggest solutions or workarounds for all difficulties or errors encountered by the Customer.
9.1 This Agreement is between the Customer and the Company and may not be assigned, subcontracted, licensed or changed by the Customer without the prior consent of the Company in writing.
10.1 Any notice required by these Terms and Conditions to be given by either party shall be in writing and shall be served by sending the same by registered post or recorded delivery to the address of the other party.
11.1 If any provision of these Terms and Conditions is held to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of these Terms and Conditions.
12.1 No waiver by the Company of any provision of these Terms and Conditions shall be binding unless it is expressly confirmed in writing by an authorised representative of the Company.
13. Governing Law
13.1 This Contract shall be governed by and construed in accordance with the laws of Northern Ireland. The courts of Northern Ireland shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Contract and any matter arising from it.
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