Terms & Conditions

Clear Thinking (Software) Limited – Terms & Conditions of Sale

(1) In this Agreement “The Supplier” means Clear Thinking (Software) Limited and “The Customer”, “The Location”, “Equipment”, and “Price” are as specified in the Quotation or Invoice (“The Invoice”) to which these Terms and Conditions apply. For the avoidance of doubt “Price” means the total of all those amounts specified in the Invoice.

(2) The Supplier hereby agrees to
(a) Sell the Equipment to the customer. (b) Install the Equipment at the Location if agreed. (c)Provide the other services (if any) hereinafter described. Upon the terms and conditions hereinafter contained.

(3) (a) The customer hereby agrees to pay the price in the manner specified under the heading “Terms” in the Invoice, or, if none, within 7 days of the date upon which the supplier is ready willing and able to install the equipment at the location. (b) The price is exclusive of VAT which shall be paid by the customer at the rate and in the manner for the time being prescribed by law.

(4) (a) Title to the equipment shall pass to the customer only upon payment in full of the price and any other sums due under this agreement and not otherwise. (b) The supplier may withhold support services for the period during which any amount due to the supplier by the customer is outstanding beyond the terms specified on the suppliers invoice. The Supplier may use a timed software lock which will prevent the software from working after a specified date if full payment is not received in advance of the installation. (c) Risk in the equipment shall pass to the customer forthwith upon delivery of the equipment to the customer.

(5) (a) The customer shall at his own expense provide all accommodation and facilities for installation of the equipment including proper environmental and operating conditions and any expenses incurred by the supplier as a result of the customers failure to do so shall immediately be repaid to the supplier as an extra charge. (b) The customer shall be responsible for the provision of all operating supplies which are not supplied as part of the equipment.

(6) The supplier will use its best endeavours to deliver the equipment to the customer and install the same at the location on quoted delivery and installation dates or as soon as possible thereafter, but time shall not be of the essence of any specific such dates.

(7) (a) After installation of the equipment the supplier will provide such training (if any) as is specified in the Invoice in the manner hereinafter appearing. (b) The object of the training shall be to instruct the customer in the proper and efficient use of the equipment and shall include a demonstration of the same by the supplier together with a reasonable opportunity for the customer to use the equipment under the supplier’s supervision. (c) The supplier will use its best endeavours to provide initial training within 7 days of the date of completion of the installation of the equipment, and to provide further training to the extent of its obligations hereunder within 14 days of a request to that effect by the customer. (d) Periods of training shall be a minimum of one half day’s duration, and if the supplier is prevented through no fault of its own from providing training at a previously arranged time, any re-arranged period of training shall be paid for by the customer at the supplier’s rates for the time being.

(8) (a) The supplier warrants that for the period of time (if any) specified in the Invoice after the date of completion of the installation of the equipment the same shall be free from defects in materials, workmanship and installation. If this period of time is not specified in the invoice, it will be taken as 30 days after the completion of the installation. (b) If any breach of the foregoing warranty is notified to the supplier within 14 days of the date of its discovery by the customer (and if the customer fails to so notify the supplier he shall be deemed to have waived such breach) the supplier shall within a reasonable time thereafter at its opinion either repair or replace the system or such parts of it as are defective without charge. (c) The foregoing warranty shall be in lieu of all warranties conditions and representations whether express statutory or otherwise.

(9) (a) The supplier shall be under no liability for any failure to perform any or all of its obligations hereunder if such failure shall be due to any circumstance beyond its reasonable control including (without limitation) Acts of God war fire flood strike or labour dispute civil commotion sabotage statute order or any regulation of any government public or local authority. (b) The supplier shall have no liability, whether under any warranty or otherwise, in any event in respect of consequential loss of business or profits or indirect loss or otherwise arising out of or in connection with the use, non-use, performance or non-performance of the equipment. (c) Nothing herein shall take effect so as to limit or exclude liability for death or personal injury. (d) The customer acknowledges that the supplier is not the licensor of any software provided under this Agreement, but is merely acting as the licensor’s reseller. The customer accordingly agrees that in the event of any defects or problems with any such software, its remedies will be against the licensor, and not against the supplier. (e) Any liability of the supplier under this Agreement shall, subject to Clause 9 (c) shall not exceed the amounts paid by the customer to the supplier under this Agreement in {in the calendar year in which such liability arose}.

(10) Either party may terminate the agreement without prejudice to its other rights or remedies whatsoever on giving written notice to the other if:
The other party, being a company, shall have a receiver or liquidator appointed or shall pass a resolution for winding up (otherwise than for amalgamation or reconstruction) or a Court shall make an order to that effect or being a partnership shall be dissolved or being an individual shall commit any act of bankruptcy or shall die or if the other party shall enter into any composition or arrangement with its creditors or shall cease to carry on business.

(11) (a) The customer warrants that he has not relied on any oral representation made by the supplier or upon any descriptions illustrations or specifications contained in any catalogues and publicity material produced by the supplier which are intended only to convey a general idea of the products and services mentioned therein. (b) The supplier does not give any warranty that the equipment is fit for any particular purpose unless that purpose is specifically advised to the supplier in writing by the customer and the supplier confirms in writing that the equipment can fulfil that particular purpose. (c) This Agreement supersedes all previous agreements undertakings and arrangements between the parties and constitutes the entire agreement between them relating to the subject matter hereof. (d) No addition to nor modification of this agreement shall be binding unless in writing and signed by authorised representatives of each party. (e) This Agreement shall be governed by and construed in accordance with the Laws of England.

(12) From time to time, the supplier may record telephone calls.

(13) All software products are sold subject to a non-transferrable licence. The supplier may use hardware keys (dongles) or a software key to control the number of users to that which the user has purchased, the customer should insure these, as the licence is vested in the dongle. The dongles(s) remain the property of the supplier. A fee will be charged for replacing/exchanging dongles.

Software Support Contract – Terms & Conditions

1. General
Any variation of these conditions in any document of the customer is inapplicable unless accepted in writing by Clear Thinking (Software) Limited referred to herein as the company.

2. The Company’s Undertaking
The company undertakes:
2.1 To provide access to our “hot-line” telephone support desk between 09.00 and 17.30 hours Monday to Friday excluding public and company holidays.

2.2 To rebuild files, if possible, where the files have corrupted through no fault of the customer. This does not include the customers data. All customers must maintain regular backups, once a day as a minimum. If data is lost, and no back-ups have been made, Clear Thinking (Software) Limited will charge at current hourly or daily rates to re-input the data. This service does not include program updates.

2.3 To provide the customer with data from our data library that the Company feels may be beneficial to the customer which in some cases may be chargeable. This data is supplied ‘as seen’ (which must be fully tested by the customer before use) and any work that is required to be done to this data will be chargeable.

3. Standard Packaged Software
3.1 To keep the customer informed of new releases of packages in use at the installation(s) and to provide the customer the latest releases of those packages at the price recommended by the software vendor, or inform the customer of the availability of the latest releases from the authors, distributors or vendor.

3.2 To provide skilled Clear Thinking (Software) Limited staff to help the customer to implement such latest releases and to carry out any relinking or conversion of files where it may be required at appropriate rates.

3.3 To provide an advisory service to the customer’s operators on any matter concerned with the running of the package programs, provided that the customer’s operators have successfully completed the appropriate Clear Thinking (Software) Limited training course, (See also 13 below).

3.4 The company may, from time to time, notify the customer of upgrades and/or new releases of versions of any items supported under this Agreement. The company will have no liability or responsibility to fix any defects in such terms which the customer suffers if such defects would have been remedied had the customer accepted such update, new release or new version.

4. Provision Of Information And Access
The customer shall provide for the company all such information and give the company access to all such records and other documents as may be necessary to enable the company to carry out the terms of this contract in a regular and expeditious manner. If, and to the extent that the company shall be delayed in the execution of the contract by the failure of the customer to provide such information and/or access as aforesaid, then the company shall be entitled to recover from the customer any additional costs that the company may incur by reason of such delay. From time to time, telephone calls with our company may be recorded.

5. Exclusion Of Liability
5.1 The company shall not, under any circumstances whatsoever be liable for any loss of profits, loss of contracts, or any direct, indirect or consequential loss or damage of any kind whatsoever suffered by the customer whether or not caused by any delay, failure, act or omission (whether negligent or not) in carrying out this contract on the part of the company, it’s servants or agents.

5.2 Nothing herein shall take effect so as to limit or exclude liability for death or personal injury

5.3 The customer acknowledges that the supplier is not the licensor of any software provided under this Agreement, but is merely acting as the licensor’s reseller. The customer accordingly agrees that in the event of any defects or problems with any such software, its remedies will be against the licensor, and not against the supplier.

5.4 Any liability of the supplier under this Agreement shall, subject to Clause 5.2 not exceed the amounts paid by the customer to the supplier under this Agreement [in the calendar year in which liability arose].

5.5 The supplier warrants that for the period of time (if any) specified in the Invoice after the date of completion of the installation of the equipment the same shall be free from defects in materials, workmanship and installation. If this period of time is not specified in the invoice, it will be taken as 30 days after the completion of the installation.

5.6 If any breach of the foregoing warranty is notified to the supplier within 14 days of the date of its discovery by the customer (and if the customer fails to so notify the supplier he shall be deemed to have waived such breach) the supplier shall within a reasonable time thereafter at its opinion either repair or replace the system or such parts of it as are defective without charge.

5.7 The foregoing warranty shall be in lieu of all warranties conditions and representations whether express statutory or otherwise.

6. Employment Of Company’s Staff
The customer, shall not, during the execution of the work pursuant to the contract of which these conditions form part nor within a period of twelve months from completion of all such work, offer permanent employment to any member of the company’s support staff nor, without the prior written consent of the company, offer temporary or part-time employment to present or past members of staff of the company. If a customer employ’s any of the company’s staff on any basis they will then pay commission of 20% of the employees annual gross salary to the company. The company gives a similar undertaking in respect of the staff of the customer.

7. Interest
If the customer fails to pay in full within thirty days of date of invoice any sum due to the company, the company shall be entitled to charge and the customer shall be obliged to pay interest on any such amounts outstanding for as long as such amount remains unpaid, at a rate of interest that is two per cent above the basic rate then published by Barclays Bank PLC. The company may also withhold support services described herein for the period during which any amount due to the company by the customer is outstanding beyond the terms specified on the company’s Invoice.

8. Set-Off
In the case of any dispute, the customer shall not be entitled to set off in extinction or diminution of sums otherwise due from him to the company any claim against the company that he may allege, howsoever arising.

9. Force Majeure
The company shall be relieved from all liability, under any contract to the extent that it shall be unable to carry out all or any of the obligations thereunder by reason of wars, strikes, lockouts, governmental controls, restrictions, non-availability of goods or personnel or any cause whatsoever beyond the control of the company.

10. Applicable Law
The agreement to which these conditions apply shall be subject to and construed in accordance with English Law.

11. Payment
The customer understands that the contract charge is payable in advance and that full payment should be returned with both copies of this contract for countersigning. The contract is not valid until full payment including VAT is received. On-site visits are excluded from the contract charge; should these be incurred, they will be invoiced separately to the customer. No refund of unused support time will be made.

12. Cancellation
This contract operates year to year unless cancelled by either party giving three months notice in writing. The company has the right to vary the contract charge when new software is purchased or after giving three months notice in writing or dependant on the amount of time support executives have spent helping the customer.

13. Training
If the customer purchases the company’s software, the company recommend that all users of the program(s) attend a CTS training course. If training has been undertaken, the support will still be limited, but could be reduced in subsequent years if we found the cost to be substantially lower than anticipated.

14. Limited Support
All support contracts are time limited. Initial purchase is a minimum of 5 hours (currently £75+VAT per hour). If the amount of hours we have spent supporting you exceeds the amount of time you have paid for, you will have to purchase more hours. If more hours are required, payment for this must be made within 7 days of the invoice date. If payment is not received by then, support will immediately be placed on hold on the 8th day. Support will not be reinstated until full payment has been received.

15. Rights & Obligations
The Company may by notice in writing to the Customer assign to any third party its rights and obligations under this agreement.