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Terms & Conditions

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Terms Of Use

This site is operated by FormaServe Systems.

Please read these terms and conditions before using this site, by using this site, you, the Client, signify your consent to these terms of use. If you do not agree to these terms of use please do not use this site. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check this term periodically for changes.

No material from this website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except that you may download one copy of the materials provided you keep intact all copyright and other proprietary notices. Modification of the materials is a violation of FormaServe Systems’ copyright.

Our website does not store or capture personal information. We do not use cookies for collecting user information. We use cookies to improve the site experience. Continued use of our website shows your acceptance of this and our full Terms & Conditions.

The Client agrees that it is their responsibility that the website is only used for lawful purposes and that they:

  • Will not authorise or permit any other party to use the Server in violation of any law or regulation.
  • Will not knowingly or recklessly post, link to or transmit: neither any material that is unlawful, threatening, abusive, harmful, malicious, libellous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way nor any material containing a virus or other hostile computer program.
  • Will not post, link to or transmit any material that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person, firm or company under the laws of any jurisdiction.
  • Will conform to the standards made available by FSS Ltd from time to time and will not make excessive or wasteful use of the Server to the detriment of FSS Ltd.
  • Warrant, undertake and agree to keep secure any identification, password and other confidential information relating to the website and to notify FSS Ltd of any known or suspected unauthorized use of the website, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of any password information.
  • Furthermore, members are entirely responsible for any and all activities that occur under their account and agree to indemnify, defend, and hold harmless the providers for any liability or expense arising from such use or misuse.
  • The Client should take all reasonable precautions against any Hacker gaining access to their system, e-mails or web site. If such an attack is detected they are required to inform FSS Ltd as soon as possible.
  • It is our policy to respect the privacy of all our Clients. Therefore, in addition to the privacy of registration data we will not edit, or disclose the contents of a guests e-mail unless required in the course of normal maintenance of the FormaServe Systems’ website and its systems or unless required to do so by law or in good- faith believe that such action is necessary to:
  • Comply with the law or comply with legal process served on FormaServe Systems.
  • Protect and defend the rights or property of FormaServe Systems.
  • Act in an emergency to protect the personal safety of our Clients or the public.

General

Client Responsibilities

The Client shall (and warrants that it is entitled to) provide FSS Ltd promptly with accurate and complete information concerning its operations and activities relevant to the Service/Product as well as answers to queries, decisions and approvals required by FSS Ltd in connection with the Service/Product.

The Client should take all reasonable precautions against any Hacker gaining access to their system, e-mails or web site. If such an attack is detected they are required to inform FSS Ltd as soon as possible.

The Client hereby grants FSS Ltd the right to name the Client and to display graphics and other web design elements as examples of their work in FSS Ltd ‘s portfolios but not any secured or password protected areas or information that is commercially sensitive or would be in contravention of the Data Protection Act.

Contact

The parties shall each designate a representative as the prime point of contact for matters relating to the Service. The representatives for the parties shall initially be those set out at the end of the Schedule, but either party may change its representative under this clause at any time by informing the other party, as a general change or for a specific instance.

Only the designated representative of the client should be allowed access to any passwords or security details.

Staff

Unless otherwise provided, FSS Ltd shall not, and shall procure that its personnel shall not, act on behalf of or commit the Client with regard to third parties or hold itself out or permit itself to be held out as having any authority to do or say anything on behalf of or in the name of the Client. FSS Ltd shall abstain from any statement or behaviour which might be misunderstood in this respect.

This agreement is not intended to and does not create or reflect a contact of services between any two parties referred to and there is no implied restraint upon the Representative or the Supplier in providing services, not in conflict with the Client’s interests, to any other party, nor does this agreement confer any obligation upon any party to provide or accept further work.

FSS Ltd may make holiday arrangements with their Staff in accordance with their entitlement or require them to attend meetings or courses from time to time. When making any such arrangements, FSS Ltd shall take all reasonable steps to minimise disruption.

Confidentiality

FormaServe Systems and the Client shall keep confidential the contents of the Contract and all information of the other party designated as confidential and obtained under or in connection with the Contract and shall not divulge the same to any third party without the prior written consent of the disclosing party.

The obligations of both parties as to disclosure and confidentiality shall continue in force notwithstanding the termination of this Contract for any reason whatsoever.

Delays

FSS Ltd will use all reasonable endeavours to secure delivery and completion by any quoted dates, but all such dates are to be treated as estimates only.

All dates quoted by FSS Ltd for delivery and completion of any stage of the service shall be extended by a reasonable period if the delay is caused by any act or omission of the Client, its servants or agents or any cause whatsoever beyond FSS Ltd 's reasonable control.

Limit of Liability

All FSS Ltd services are provided "as is," and FSS Ltd makes no express or implied representations or warranties to the Client regarding the usability, condition or operation thereof.

FSS Ltd will at all times endeavour to maintain an uninterrupted and error-free service. However FSS Ltd make no representations or warranties regarding the services provided by them and do not warrant that use of FSS Ltd services will be uninterrupted or error-free, that FSS Ltd services will meet any particular criteria of performance or quality, that defects will be corrected, or that this site or the server that makes such materials available are free of viruses or other harmful components.

Under no circumstances is FormaServe Systems, its program developers, or suppliers, liable to the Client for loss of profits, goodwill, revenue, production, anticipated savings, loss of contracts, losses consequent upon loss or corruption of data nor the cost of reconstituting data; or any type of indirect or consequential loss, damage, injury or expense; or defects in the Service due to:

  • Any act performed by a Hacker either to your or our systems, directly or in general
  • Any negligence, incompetence or act of sabotage, malicious or inadvertent, apart from by its own employees
  • The failure or interruption of the Service provided by an outside cause such as an internet service provider or any telecommunications or other utility provider
  • A third party’s good faith reliance on a hacker’s fraudulent use of your encrypted electronic signature, encrypted electronic certificate, email or website
  • Any failure caused by FSS Ltd staff or equipment. Any such fault will be rectified as soon as possible

The Client agrees to indemnify and keep indemnified and hold FSS Ltd, on demand, harmless from and against any claim brought against FSS Ltd by a third party resulting from the provision of the Product/Service by FSS Ltd to the Client, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by FSS Ltd in consequence of a breach by the Client or non-observance of these terms and conditions.

Payment

Subject to the terms and conditions of the Agreement, the charge to the Client for the provision of the Service/Product will be a Fixed Price as set out in the Schedule to the Agreement. This will be reviewed yearly and any change notified in writing.

Any work required by the client, falling outside the scope of this agreement, will be quoted for under FSS Ltd’s normal estimation procedure.

All prices are exclusive of Value Added Tax, or any similar sales tax, which will be paid additionally by the Client.

All payments must be made promptly. If an amount remains overdue for 30 days after the invoice date, an additional 1% penalty will be added for each week of non-payment from the invoice date. In the case of any overdue amount, FSS Ltd reserves the right to remove, cease or otherwise render useless any work already carried out until final payment is made. In case collection action proves necessary, the Client agrees to pay all fees and costs incurred by that process.

Termination

This Agreement shall terminate upon receiving one month’s written notice given by either party to the other.

Either party may terminate this agreement immediately if the other becomes insolvent, or has a winding up order made against it, or passes a resolution to wind up, or enters into any arrangement with its creditors, or passes a resolution to cease trading, or actually ceases trading, or shall be in material breach of any terms of the agreement without prejudice to any claim arising from any such action.

FSS Ltd reserves the right to terminate this agreement immediately should its terms be breached.

In the event of premature termination by the Client, Payments due under this Agreement will be made up to the date of termination plus one month’s average charge.

This agreement will otherwise terminate upon the earlier of the Estimated End Date or the actual completion of the Project, and the Supplier will notify the Client as soon as is practical of the likely date of completion and also upon actual completion.

FSS Ltd shall be entitled to remove, cease or otherwise render useless any work already carried out until final payment is made. Once all payments have cleared:

  • FSS Ltd agree to hold any data in a format agreed at the time with the Client for a period of 28 days and to allow the Client to collect it within that time. If it is not collected and no alternative agreement entered into with the Client for its collection, FSS Ltd shall be entitled to delete all such data. FSS Ltd shall further be entitled to post such notice as they think fit.
  • FSS Ltd shall forthwith release any domain name to the Client or such other organisation as the Client directs.

Force Majeure

Neither party shall be liable for any delay or failure to meet its obligations under this Agreement (other than a payment obligation) due to any cause outside its reasonable control, which it must notify to the other party as soon as possible.

Variation of Agreement

The provisions of this Agreement may be amended or supplemented only by means of a supplementary agreement signed by each of the parties or their duly authorised representatives.

This agreement is exclusively between the Client and FSS Ltd and neither may sell, assign or transfer any duties, rights or interests created under this Agreement without the prior written consent of the other.

Governing Law

The parties shall endeavour to settle any dispute arising from this Agreement amicably, but in the event that this is not possible the matter in dispute shall be referred to the arbitration of a single arbitrator to be agreed between the parties or in default of agreement, to be nominated by the President of the Law Society of England and Wales. The arbitrator's decision shall be final and binding on both parties.

This Agreement shall be construed in accordance with and governed by the law of England. Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England in respect of any dispute, suit, action or proceedings which may arise out of or in connection with this Agreement.

Severability

If any provision of this Agreement is illegal, invalid or unenforceable in any jurisdiction, its enforceability in any other jurisdiction shall not be affected and nor shall the validity or enforceability of any other provision of this Agreement.

Consultancy

If FSS staff works at the Client's premises, the Client shall ensure that such Staff are provided with suitable office accommodation and services.

FSS Ltd warrants that the Representative assigned to this Project has the specialist contemporary technological skill and expertise to meet the Project requirements and that it will at its own expense ensure, by training or otherwise, that the Representative is skilled in relevant technological developments throughout the Contract Term.

The Representative will perform the Services as it thinks fit, using its own equipment where appropriate, and subject only to such legitimate instructions from the Client as enable the Representative to provide the Services.

Written records of the time spent on the Project will be kept on a daily bases and produced for inspection by the Client when requested.

FSS Ltd may not assign this agreement but may substitute the Representative provided only that it has the prior written consent of the Client. In the case of a suitably qualified substitute the Supplier gives the same warranties to those for the original Representative.

If FSS Ltd's staff work at the Client's premises, the Client shall ensure that such Staff are provided with suitable office accommodation and services.

Internet

Client Responsibilities

By signing the contract the client agrees to the design of any artwork as presented by FSS Ltd and the charges as set out in attached schedule.

The Client agrees that it is their responsibility that the Service/product is only used for lawful purposes and that they:

  • Will not authorise or permit any other party to use the Service/Product in violation of any law or regulation.
  • Will not knowingly or recklessly post, link to or transmit: neither any material that is unlawful, threatening, abusive, harmful, malicious, libellous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way nor any material containing a virus or other hostile computer program.
  • Will not post, link to or transmit any material that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person, firm or company under the laws of any jurisdiction.
  • Will conform to the standards made available by FSS Ltd from time to time and will not make excessive or wasteful use of the Server to the detriment of FSS Ltd.
  • Warrant, undertake and agree to keep secure any identification, password and other confidential information and to notify FSS Ltd of any known or suspected unauthorized use, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of any password information.

The Client agrees that it is solely responsible for complying with any laws that may be enacted from time to time and to pay any taxes or tariffs levied from time to time affecting Internet electronic commerce following completion of this Agreement and will indemnify FSS Ltd in respect of the same.

Domain Name

FSS Ltd shall use its best endeavours to ensure that the Domain name applied for will be registered in the name of the Client or is capable of being registered by the Client. No action may be taken by the Client in respect of the domain name until the Client is notified that the requested domain name has been registered.

The registration of the domain name and its ongoing use is subject to the relevant naming authority's terms and conditions of use and the Client is responsible for ensuring that it is aware of those terms and conditions and can and does comply with them. The Client hereby irrevocably waives any claims against FSS Ltd in respect of the decision of a naming authority to refuse to register a domain name.

FSS Ltd accepts no responsibility in respect of the use of a domain name by the Client. The Client hereby accepts that any dispute between the Client and any other individual or organization regarding a domain name will be resolved between the parties concerned and FSS Ltd will take no part in any such dispute.

Usage

FSS Ltd reserves the right to monitor bandwidth used and bandwidth supplied upon demand and will use best endeavours to meet any reasonable demands on the system, however FSS Ltd reserves the right to implement restrictions on available bandwidth in order to protect system integrity. Bandwidth will be supplied subject to connectivity from such connectivity supplier as deemed appropriate by FSS Ltd at their sole discretion.

All FSS Ltd services are provided "as is," and FSS Ltd makes no express or implied representations or warranties to the Client regarding the usability, condition or operation thereof.

FSS Ltd will at all times endeavour to maintain an uninterrupted and error-free service. However FSS Ltd make no representations or warranties regarding the services provided by them and do not warrant that use of FSS Ltd services will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes such materials available are free of viruses or other harmful components.

In the event of termination:

  • Payments due will be made up to the date of termination plus any notice period required. No other payments will be due
  • FSS Ltd shall be entitled to close the website and to remove all data located on it. FSS Ltd agree to hold such data in a format agreed at the time with the Client for a period of 28 days and to allow the Client to collect it within that time. If it is not collected and no alternative agreement entered into with the Client for its collection, FSS Ltd shall be entitled to delete all such data. FSS Ltd shall further be entitled to post such notice in respect of the non-availability of the Web Site, as they think fit.
  • FSS Ltd shall forthwith release the domain name to the Client or such other organisation as the Client directs.

Payment

All prices are exclusive of Value Added Tax, or any similar sales tax, which will be paid additionally by the Client.

Subject to the Client being satisfied with the performance of FSS Ltd under this Agreement the Client shall pay any sums due within 30 days. All payments should be made payable to FormaServe Systems Ltd.

All payments must be made promptly. If an amount remains overdue for 30 days after the invoice date, an additional 1% penalty will be added for each week of non-¬payment from the invoice date. In the case of any overdue amount, FSS Ltd reserves the right to remove web pages from viewing on the Internet until final payment is made. In case collection action proves necessary, the Client agrees to pay all fees and costs incurred by that process.

The Client agrees that it is solely responsible for complying with any laws that may be enacted from time to time and to pay any taxes or tariffs levied from time to time affecting Internet electronic commerce following completion of this Agreement and will indemnify FSS Ltd in respect of the same.

Limitation of Liability

FSS Ltd shall have no liability to the Client for loss of profits, goodwill, revenue, production, anticipated savings, loss of contracts, losses consequent upon loss or corruption of data nor the cost of reconstituting data; or any type of indirect or consequential loss, damage, injury or expense; or defects in the Service due to:

  • Any act performed by a Hacker either to your web site or our systems, directly or in general
  • Any negligence, incompetence or act of sabotage, malicious or inadvertent, apart from by its own employees
  • The failure or interruption of the service provided by an outside cause such as an internet service provider or any telecommunications or other utility provider
  • A third party’s good faith reliance on a hacker’s fraudulent use of your encrypted electronic signature, encrypted electronic certificate, email or website
  • Any failure caused by FSS Ltd staff or equipment. Any such fault will be rectified as soon as possible.
  • The Client agrees to indemnify and keep indemnified and hold FSS Ltd, on demand, harmless from and against any claim brought against FSS Ltd by a third party resulting from the provision of Services by FSS Ltd to the Client, and in respect of all losses, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered and howsoever incurred by FSS Ltd in consequence of a breach by the Client or non-observance of these terms and conditions.

Force Majeure

Neither party shall be liable for any delay or failure to meet its obligations under this Agreement (other than a payment obligation) due to any cause outside its reasonable control, which it must notify to the other party as soon as possible.

Variation of Agreement

The provisions of this Agreement may be amended or supplemented only by means of a supplementary agreement signed by each of the parties or their duly authorised representatives.

This agreement is personal between the Client and FSS Ltd and neither may sell, assign or transfer any duties, rights or interests created under this Agreement without the prior written consent of the other.

Governing Law

This Agreement shall be construed in accordance with and governed by the law of England. Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England in respect of any dispute, suit, action or proceedings which may arise out of or in connection with this Agreement.

The parties shall endeavour to settle any dispute arising from this Agreement amicably, but in the event that this is not possible the matter in dispute shall be referred to the arbitration of a single arbitrator to be agreed between the parties or in default of agreement, to be nominated by the President of the Law Society of England and Wales. The arbitrator's decision shall be final and binding on both parties.

Severability

If any provision of this Agreement is illegal, invalid or unenforceable in any jurisdiction, its enforceability in any other jurisdiction shall not be affected and nor shall the validity or enforceability of any other provision of this Agreement.

Products and Software

Authority

FormaServe Systems warrants that it has the authority to grant the Licence granted hereunder.

Proprietary Rights

The Licensee shall not acquire any title, copyright or other proprietary rights in the Products.

The Licensee shall not make any modifications, additions or enhancements to the Products without FormaServe Systems' prior written consent.

Assignment

The Licence is personal to the Client and the Client may not assign or otherwise transfer its rights or obligations under this Licence without the prior written consent of FormaServe Systems.

Grant of Rights

FormaServe Systems hereby grants to the Client a non-exclusive and non-transferable Licence to use the Products on the terms and conditions stated herein and for the period specified within the Contract.

Use

The Product may be used by any employee or other persons authorised by the Licensee for the purposes of the normal business of the Licensee's organisation. Excluding Consultancy or services leading to commercial exploitation of the Product;

Note: "commercial exploitation" is the use of the Product for monetary gain either by an institution or an individual. Where the Product is so used this must be a matter for written agreement between FormaServe Systems and the Licensee for an agreed fee.

Extent of Permitted Reproduction

Only the Licensee may make as many copies of the Product as are required to comply with data recovery strategies. Such copies shall remain the property of FormaServe Systems. The Licensee shall maintain a written record of each reproduction of the Product and shall produce such a record on request.

Maintenance

This Agreement includes all future updates and advances which will be compliant with new IBM software releases. Should support, either remotely or physically, become necessary for the Product this will be provided as soon as possible within ‘Normal Working Hours’; those being 9:00 to 17:00 Monday to Friday excluding UK Bank Holidays. All such matters should be notified to FormaServe via Internet, telephone or in writing and a job number obtained.

Inspection Rights

FormaServe Systems may upon reasonable notice send a representative to the Site to verify compliance with the Licence.

Termination

Upon termination of this Licence the product must be uninstalled from all machines and any copies destroyed.

FormaServe Ticket System

This system, which will be accessible to you via our web-site, will allow you to see the current status of all your calls.

Calls may be logged via the website, e-mail, telephone to a dedicated number or by text.

This system will also allow us to assign the correct resource to your particular problem.

Each ticket will have a severity assigned by the client, not only will this allow us to prioritise our response, but will assist you in your planning.

Severity categories should be assigned as follows:

  • Severity 1 is the highest severity, a complete system failure. This will be investigated with utmost urgency, with 'all hands to the pump'.
  • Severity 2 is reserved for severe business impact problems, including situations where one client cannot perform work assignments due to network, hardware or application failure. These will be investigated with urgency. For example, problems with BACS transmissions.
  • Severity 3 problems include situations where there is a non-critical loss of functionality. A user can move to another workstation to perform their tasks or the customer has another alternative to facilitate their work. For example, a user is unable to utilise Outlook Express for email but can still access their email account by other methods. The technical personnel assigned to a severity 3 call request is expected respond to the customer within 8 business hours (1 day) and is expected to provide a resolution within 24 business hours (3 days).
  • Severity 4 is reserved for requests that result in an increase in functionality for a single customer. Examples of this are O/S upgrades, application upgrades or any other computer related enhancements in order for a customer to perform their work. These call requests are scheduled at the convenience of both the client and technician.
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