Sales Order Information

Terms and Conditions

Please read carefully the information below and make yourselves familiar with our advice prior to signing and returning the Sales Order.

1 SOFTWARE

i. Any software purchased from Caldere Associates Ltd for installation must be paid for prior to the installation taking place.

ii. Please ensure that the correct number of licences are purchased for the current users.

iii. Caldere recommends that we carry out the installation, particularly if upgrading from a previous version of Act!.

If you choose to install the software yourself, Caldere Associates Ltd accepts no liability for any problems that may occur.

2 TECHNICAL

i. Please ensure that all computers are available for the duration of the setup phase, and that the users are able to work from another terminal whilst their computer is being configured.

ii. Ensure that all CD ROMs are available.

iii. Please ensure that all computers are of sufficient specification to be able to run the software product and that there is sufficient free hard disk space.

iv. Please ensure that the computers are running the correct version or Windows.

v. If the project involves data conversion, please ensure that the data is made available at the specified time.

vi. Please ensure that at least one of your IT personnel is available for the duration of the installation.

3 NETWORK INSTALLATION

i. If Act! Is to be networked, please identify a suitable area for the application and if necessary create a new folder.

ii. Ensure that full user rights to the shared area have been assigned and that these are accessible from all terminals.

iii. Please setup a temporary login for the Caldere consultant to use on the day of installation. This login should have identical drive mappings and access rights to that of a administrator user.

4 INSTALLATIONS WITH SYNCHRONISATION

i. All laptop and desktop computers must be available for the duration of the installation.

ii. All modems and/or network cards must be available and fully configured.

iii. If appropriate please ensure all users are setup on email.

iv. Ensure that at least 4 GB of free disk space is available on all host PCs, synchronised laptops and servers.

5 TRAINING INFORMATION

i. All training will be carried out on a Caldere Training Database, unless otherwise notified.

ii. Arrangements can be carried out using the Clients customised database. This is subject to an additional fee of £150. In addition this database must be forwarded to Caldere at least 5 working days prior to the training date.
This is to allow the Trainer(s) to familiarise themselves with the clients specific database.

SALES ORDER INFORMATION
Terms and Conditions

ARTICLE 1: TERMS AND CONDITIONS OF TRADING

1. Scope:

i. These conditions apply to and govern and shall be deemed to be incorporated in all contracts for the supply of goods and services by Caldere Associates Limited (“the Company”) to any other person, firm or company (“ the Customer”) and shall in all respects prevail over any inconsistent terms, warranties conditions, descriptions or representations contained or referred to in the Customer’s Order or in any prior negotiations between the Company and the Customer or their representatives or in correspondence or elsewhere and any terms conditions or stipulations to the contrary are hereby excluded and extinguished save for those expressly agreed to in writing by both the Company and the Customer.

ii. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

iii. These Conditions may not be varied except by the written agreement of Miss Meeta Gargav the Seller (Caldere Associates Ltd.)

2. Delivery and Time for Performance:

i. The goods to be supplied the subject of the Contract will be despatched from the Company’s premises. All services to be supplied pursuant to this Contract (together with any goods to be supplied (“the Works”) will be carried out at the company’s premises or at the premises of the Customer as specified in the company’s quotation.

ii. Any delivery schedules or times for performance given by the company, its servants or agents and mentioned by the company on any quotation or acceptance or elsewhere are approximate only and not of contractual effect.

The company shall not be under any liability to the customer in respect of any delay in performance owing to circumstances beyond the reasonable control of the Company. Unless otherwise agreed any goods shall be delivered to the customer at the customer’s premises.

iii. If default is made in payment on the due date in respect of any one or more payments the company shall have the right at its option to suspend all further work for the customer pending payment or to terminate all outstanding contracts by notice in writing to the customer. The right of the company to suspend or terminate such contracts shall be without prejudice to any other right or remedy that the company may have against the customer.

iv. The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.

v. The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to the Seller within 5 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.

vi. Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

3. Prices:

i. Unless otherwise specified prices shall be those specified in the quotation. Such prices are valid for 30 days from the date of quotation but thereafter the company shall have the right to revise quoted prices to take account of any changes in costs of materials or labour.

ii. All prices quoted or accepted are exclusive of delivery and exclusive of Value Added Tax, which will be added at the rate prevailing at the time of supply.

iii. Reasonable travelling and accommodation expenses incurred by the company whilst carrying out the works will be charged to the customer.

4 Quotations:

i. Quotations and tenders by the company shall not constitute offers and the company reserves the right to withdraw or amend the same at any time prior to acceptance of the customer’s order. All quotations given are subject to acceptance by the company on receipt of the customer’s order and no Contract shall be considered concluded until such confirmation is given or the Customer’s order is otherwise accepted.

5. Warranties

i. The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order. Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act! 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded.

6. Payments:

i. All software must be paid for in advance and full with every order before dispatch. Until settled in full, Caldere Associates Ltd retains full title on all and any software purchased.

ii. Fifty percent (50%) of the value of all services is payable seven days prior to the first day of the service being delivered with each order. The balance is payable within thirty days of start of the project or the first day delivery of contracted services. Payment is required in full, in respect of all technical support services and training seven within seven days of the first invoice date. The company will send invoices relating to the Works to the customer in accordance with the above payment terms.

iii. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.

iv. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

7. Materials:

i. All orders for goods are accepted subject to availability. The company will use all reasonable endeavour’s to supply and install materials as specified on any quotation but reserves the right in the event of any such materials being unavailable to replace the items with items of equivalent value and quality after consultation with the customer.
Time of delivery shall not be of the essence of the contract.

ii. Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

iii. If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

8. Variations:

i. Any special requirements are to be noted in the quotation and work schedule or shall be the subject to a specific variation to the contract signed by both parties.

9. Cancellations:

i. Orders accepted by the company cannot be cancelled by the customer, without the prior written consent of the company and in the event of such cancellation the company shall be entitled to charge the customer costs and expenses incurred, loss of profit and labour time wasted.

ii. To avoid incurring full charges the customer must give written notice of cancellation to the company within seven working days prior to the first day of delivery.

10. Claims for Rectification/ Liability:

i. Claims for rectification must be notified to the company in writing within fourteen days of completion of any works. The company will not be liable for any claim received outside this period. Claims for “damaged or faulty goods” must be made within fourteen days from delivery of the relevant goods.

ii. Where the company investigates a claim and the defect is traced to a problem with materials supplied. The company will return the goods to the original supplier offer replacement but will levy a labour charge for the relevant call out and any rectification works.

iii. The company will carry out the works using reasonable care and skill and where the customer deals with the company as a consumer the customer’s statutory rights are not affected. In the case of a customer who deals with the company in the ordinary course of business all conditions and warranties whether express or implied by statute common law or otherwise as to the quality or fitness for purpose of the works are excluded. Furthermore the company’s liability to the customer or any third party for any loss damage or injury whether direct or indirect resulting from defective design defective material faulty workmanship or for any act, neglect or default of the company, its servants or agents or otherwise howsoever arising out of the contract and whether or not caused by the negligence of the company its servants or agents is hereby excluded to the fullest extend permitted by law.

11. Title and Risk:

i. The risk in any goods supplied, as part of the Works shall pass to the customer immediately on delivery thereof to the customer’s premises or the customer’s authorised agents.

ii. The legal and beneficial ownership of the goods shall remain within the company, which reserves the right to dispose of the goods until the company, in accordance with the terms of this contract, has received payment in full.

iii. Until such payment is paid in full (and received by the company) the customer shall hold the goods and each of them as bailee for the company. The customer must store the goods at no cost to the company separately from all other goods in its possession and marked in such a way that they are clearly identified as the company’s property. The company may (without prejudice to any of its rights or remedies) recover or resell any of the goods and may enter upon the customer’s premises by its servants or agents for that purpose. The company shall not be liable for any damage caused to the customer’s property in the execution of such right whether due to the act or default of any offer servant or employee of the company or the company’s agent and howsoever the same shall have been caused.

iv. If payment is not due it shall become automatically due immediately on the commencement of any Act! or Proceedings in which the customer’s solvency is involved.

12. Insurance:

i. As from the time of delivery by the company it is the customer’s responsibility to insure the goods and as from that time the company shall not be liable for any loss, damage or deterioration of the goods from whatever cause arising.

13. Termination:

i. If the customer enters into a deed of arrangement or compounds with his creditors or if a receiving order is made against him or (being a company) shall pass a resolution or the court shall make an order that the customer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver shall be appointed of any of the assets or undertaking of the customer or if circumstances shall arise which entitle the court or a creditor to appoint a receiving or manager which entitle the court to make a winding up order or if the customer takes or suffers any similar action in consequence of debt or commits any breach of the contract, the company may stop the works and/ or reclaim the same including any materials on site) and/ or suspend further works and by notice in writing to the customer may forthwith determine the contract without prejudice to any claim or right of action that the company may have against the customer.

14. Notices:

i. Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by pre-paid first class post addressed to the other party concerned at its principal place of business or last known address.

15. Headings:

i. The headings to the clauses in these conditions are for guidance purposes only and shall not be used in any way in the interpretation of their meaning.

16 English Law / Jurisdiction:

i. The contract shall be governed by and construed and interpreted in accordance with the laws of England and the customer and the company hereby submit to the non-exclusive jurisdiction of the English courts.

ii. Order and bookings can only be confirmed upon receipt of an official purchase order or a signed Caldere Associates Ltd Sales Order Form.

iii. All orders and bookings will be invoiced in full at the time of confirmation of order or booking.

iv. Caldere Associates Ltd reserves the right to request payment in advance for goods or services when it deems such action necessary.

v. The customer agrees that all hardware, software and relevant facilities will be made available to those persons working for or on behalf of Caldere Associates Ltd. This must also take into account that each trainee when receiving training, will be provided with their own computer to work from.

vi. The order of goods and booking of services to be undertaken implies acceptance of these Terms and Conditions. This Terms and Conditions supersede in their entirety any conditions that may have been contained in any purchase order or other documentation that the customer may issue with respect to the goods or services.

17. Technical Service Support Provision

i. Technical support is for business use only.

ii. When ordering this service we will make a site visit to audit your systems and perform a health check on your existing database. During this process we may recommend steps that are required before starting your subscription. This may require initial consultancy charges or product purchases before subscription can commence.

iii. This service is not a substitute for you taking appropriate steps to maintain and safeguard your database using regular backups and other maintenance procedures.

iv. In providing this service we will use our best efforts to provide remote support within the timescales agreed with you. However all dates and times are estimates and we cannot guarantee that we will meet them.

18. Scope of Technical Support Coverage:

i. The support service is subject to fair usage. We may cease or suspend your use of technical support if we have reason to believe that you are using it over and above what is reasonable for this type of service for example as a replacement for training.

ii. Subscription to this service are based on the number of PCs you have on site. The service provides you with:

A. Remote access for supporting and diagnosing issues.

B. Support is provided Monday-Friday 9:00am— 5:30pm (excluding bank holidays). Work conducted outside these times will be charged at £160 per hour. Any subsistence costs incurred by the Company in carrying out such work, such as hotel accommodation and meals will be charged to the Customer.

C. We will endeavour to correct any problems via remote access and telephone methods.

D. Site visits are not included within the support agreement and are available Monday—Friday 9:00am—5:30pm excluding bank holidays. Timescales for visits are agreed at the time of request.

E. Services provided outside the scope of the contract, excluding travel hours will be charged to the Customer.

F. In the event of an operative not being immediately available to diagnose your fault, one of our

19. General Terms:

i. We do not guarantee that we will be able to fix all faults reported to us, or that we will be able to advise you on all issues raised.

ii. We are not liable for failures in any of the supported applications an operating systems. We recommend that you perform regular backups as we cannot accept any liability for loss or corruption of your data.

iii. We reserve the right to modify these terms without prior notice.

Summary

1. All prices are quoted exclusive of VAT and are valid for 30 days from the date shown on the document.

2. Travel expenses are billed at £0.40 per mile unless stated.

3. We request that travel expenses by air and any hotel accommodation be pre-paid.

4. Carriage is payable on all deliveries of hardware and software.

5. Delivery dates for all hardware and software are subject to availability.

6. Payment for hardware, software, consultancy, training and support will have to be paid fully in advance.

7. Payment for project work, consultation and any other service is strictly due within 7 days from invoice date.

8. Caldere Associates Ltd reserves the right to withhold, suspend, reschedule, or cancel the delivery of goods or services in any instance it deems such action necessary.

9. In the event of cancellation of any booking by the customer, the following fees will apply.

0 – 1 Working Days Notice                              FULL FEE

1 – 5 Working Days Notice                              50% of FEE

6 Working Days or more                                  NO FEE

15. In the event of non- attendance by the customer. A course or booking will be deemed as cancelled by the customer and the full fee will apply.

16. All work undertaken by Caldere Associates Ltd or its subcontractors working on behalf of Caldere Associates Ltd will be undertaken on a best endeavours basis. It should be noted that Caldere Associates Ltd will not be held responsible for any possible data loss, software failure, or non compatibility of any existing or future computer hardware or software – including any potential data loss.

17. Should any person working for or on behalf of Caldere Associates Ltd become aware of any potential problems at the time of undertaking the agreed work, we will endeavour to provide constructive advice.

18. All software provided by Caldere Associates Ltd is subject to the relevant authors/manufacturers license agreements, software limited warranties and limitation of remedies.

19. It is the customers’ responsibility for satisfying themselves that the services purchased suitably meets their requirements. The customer is also responsible for ensuring that the product is fit for the purpose they intend to use it for, in respect of features, faults and compatibility.

20. Caldere Associates Ltd shall not be liable to the customer on any account whatsoever, in the even that Caldere is prevented from fulfilling it’s obligations there under due in whole or in part to an event of Force Majeure which shall any circumstance of, be beyond reasonable control of Caldere Associates Ltd.

21. The customer undertakes to procure that there is sufficient employer’s liability insurance to protect any person working for or on behalf of Caldere, whilst working at the customer’s premises.