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Terms & Conditions

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Website Terms Of Use

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This site is operated by FormaServe Systems Ltd of 91 Redland Drive Loughton Milton Keynes Bucks MK5 8FL England.

This company was registered in 1990 at Companies House, number GB 2458169 and HMRC for VAT number GB536497706.

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, modify, add, or remove portions of these terms at any time. Please check these Terms and Conditions 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.

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, or that this site or the server that makes such materials available are free of viruses or other harmful components.

General Terms

The following terms are general terms applying to all FSS contracts. These are supplemented by specific terms dependent on the nature of the business.

Definitions and Interpretations

Term Description
Agreement Terms and conditions, the attached letter and any attached Schedules or Appendices
Client The party who is contracting FSS to perform the Service or the end recipient should this be a different entity
Commercial Exploitation The use of the Products for monetary gain either by an institution or an individual
Confidential Information All information obtained in connection with the discussions leading up to or the performance of the Agreement in whatever format or media obtained (and whether verbal or written) which is marked or notified to the recipient as being confidential, or which in the normal course of business would be considered to be of a confidential nature
DurationThe period from the date of the Agreement until its lawful termination in accordance with these terms
Equipment The Client's Hardware or Software in relation to which these services will be provided
Fixed Price The price for the Service set out in the Agreement
Hacker Anyone who specifically and/or maliciously gains access to the website via the internet or other external electronic link, solely by circumventing electronically the security systems in place to protect against such access
Initial Period The initial period of 12 months during which the Company will provide services to the Client
Service Work to be performed by FormaServe Systems as set out in the Agreement and the items, if any, which FormaServe Systems shall deliver under the terms of the Agreement
Site The Premises housing the Equipment
Staff Appropriately qualified individuals (Representatives) provided by FormaServe Systems to perform the Service
Website Any website(s) where you have full control over the content and which you run for the promotion of your own business

Whole Agreement

This Agreement and any attached schedules constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous communications, representations and other arrangements, whether oral or written. The Client acknowledges that no reliance is placed on any representation made by the Supplier but not embodied in this Agreement

Fees and Payment

The Client will pay the Supplier the fees and other charges invoiced by the Supplier from time to time. Fees are quoted exclusive of VAT and where applicable, VAT will be payable by the Client at the appropriate rate.

All invoices will be due for payment 30 days from the invoice date unless otherwise specified.

If the Client fails to make any payment by the due date, the Supplier reserves the right (without prejudice to any other rights or remedies which it may have) to

  • Charge interest on any overdue amount at the rate of 5% p.a. above the base rate of the Bank of England from time to time in force from the due date until payment is received in full
  • Remove, cease or otherwise render useless any work already carried out until payment is made

In case collection action proves necessary, the Client agrees to pay all fees and costs incurred by that process.

Notices

Any notice to be given by either party to the other shall be in writing and sent by first class post, facsimile transmission or delivered by hand. Notice sent by post shall be treated as delivered after two working days. Notice delivered by hand or by facsimile will be treated as delivered on the day of delivery unless this occurs outside normal working hours, in which case, delivery will be treated as occurring on the next working day. Any notice other than termination may be sent by email to the pre-notified email address of the recipient.

Termination

Either party may terminate this agreement by notice to the other if the other party

  • Commits a breach of this Agreement and (in the case of the breach capable of remedy) fails to remedy it within 14 days of receiving notice requiring it to remedy the breach
  • Becomes insolvent or unable to pay its debts or if a liquidator, trustee, receiver or administrative receiver is appointed in respect of all or part of its business or assets or a solution is passed for its winding up

Termination will not prejudice any rights or remedies of either party that have accrued at the termination date.

In the event of premature termination by the Client, Payments due under this Agreement will become immediately payable in full.

The Supplier may refuse to accept work which is expected by them to extend beyond the termination date.

Confidentiality

Neither party will disclose any information designated by the other as confidential to any third party (except to employees or sub-contractors on a need to know basis and then only after obtaining an appropriately worded confidentiality undertaking form those persons). No confidential information will be used for any purpose other than in relation to the Services without the other party's prior written consent.

This clause will not extend to information which

  • Was already lawfully in the possession of the recipient
  • Is already or becomes public knowledge (other than to a breach of this Agreement)

The obligations in this clause will survive termination of this Agreement.

Intellectual Property

The copyright and all other proprietary rights in all software and materials developed under this Agreement in connection with the Services including modifications to any software will remain the property of the Supplier.

The Client hereby grants FSS Ltd the right to name the Client and to display graphics and other design elements as examples of their work in FSS Ltds 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.

The Client will have a non-exclusive and non-transferable licence to use and reproduce at its own expense for its own internal purposes only the materials and software developed by the Supplier. The Products may be used by any employee or other persons authorised by the Client for the purpose of the normal business of the Client’s organisation. Excluding consultancy or services leading to commercial exploitation of the Products.

The Client shall be responsible for ensuring that no action of the Client constitutes an infringement of any third party intellectual property rights and shall indemnify the Supplier against any third party claims arising from any breach.

The Client is responsible for obtaining all licences, permits and approvals required in connection with the Services, including, but not limited to, the consent of any licensor of software, telecommunications owner, utility company or otherwise with respect to the Equipment.

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.

The Supplier is entitled to sub-contract all or part of its obligations with respect to the provision of the Services but sub-contracting will not relieve it from its obligations to the Client.

Warranty and Liability

The Supplier will exercise reasonable skill and care in the provision of the Services.

The Client must notify the Supplier immediately and in any event within 10 working days of performance by the Supplier of any Services which in the Client's opinion are unsatisfactory. The Supplier will rectify any faulty work as soon as reasonably practicable at its own expense.

If a fault is reported which on investigation is not the responsibility of the Supplier, the Supplier may charge the Client at its standard hourly rates for the time plus expenses incurred in undertaking the investigation and rectification.

All terms, conditions and warranties implied by law, trade use or otherwise (including but not limited to any warranties as to quality or fitness for purpose) are excluded to the extent permitted by law. The Client, by entering into the Agreement, acknowledges that the only warranties are those given expressly by the Supplier in this Agreement and the Supplier has no liability or obligation to the Client except as expressly set out in this Agreement.

The Client is responsible for the consequences of any use of the Services. The Supplier will have no liability for any indirect or consequential loss, damage, cost or expense of any kind whether arising under contract, tort or otherwise including (but not limited to) loss of production, loss of or corruption to data, loss of profits, loss of operating time or loss of goodwill.

The Supplier’s liability to the Client for death or injury resulting from negligence of the Supplier or its employees shall not be limited.

Subject to Clause 7.6, the Supplier’s liability in respect of any negligence or breach of contract including any damage to or loss of property of the Client is limited to the aggregate of the service fees paid under this Agreement in the immediately preceding period of 12 months.

Force Majeure

The Supplier will not have any liability to the Client if it is prevented from performing the Agreement on account of any circumstances beyond its reasonable control (a “force majeure event”). The Supplier will immediately notify the Client of a force majeure event and take such steps as is reasonably practicable to overcome the same. During a period of force majeure, the obligations of the Supplier shall be suspended to the extent that they cannot be performed.

Disputes

The parties will endeavour to resolve any disputes through good faith amicable negotiations.

Any dispute which cannot be resolved directly between the parties shall, on the application of either of them, be referred to mediation before a mediator appointed in accordance with the CEDR (Centre for Effective Dispute Resolution) mediation rules then in force.

Any dispute which is not settled by negotiation or mediation shall be finally determined by the Courts of England and Wales and the parties agreed to submit to the jurisdiction of those Courts.

Waiver

No delay or failure by either party to exercise any of its rights under this Agreement will operate as a waiver of them. To be effective, a waiver must be in writing.

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.

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.

Support Supplementary Terms

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 in the contract, but either party may change its representative at any time by informing the other party, as a general change or for a specific instance.

Scope of Services

The Supplier shall provide the Services identified in Schedule 2 covering the Equipment identified in Schedule 1, for the duration of this Agreement.

The Services will be provided during the hours set out as in the Agreement by way of a telephone and e-mail Support Ticketing System and remote connection. All calls will be logged and the Supplier will use all reasonable endeavours to respond to calls promptly. The precise timing will depend on a variety of matters including the complexity of the problem.

Unless otherwise stated in Schedule 2, visits to the Client’s premises will only occur if the Supplier agrees that Services require a visit to the Site, and in any such case an extra charge will be payable. The date and time for any Site visit will be agreed in advance and will take place between the hours of 9.00 a.m. and 5.00 p.m. on weekdays (excluding public holidays) unless otherwise agreed in exceptional circumstances.

Exclusions

Services do not include the investigation, diagnosis or rectification of any default or other problem resulting from

  • The improper use or operation of the Equipment
  • Modification or repair to any of the Equipment made by any person other than the Supplier or a person previously approved by the Supplier
  • Failure by the Client to implement recommendations in respect of defaults previously advised by the Supplier
  • Any breach by the Client of any of its obligations under any maintenance agreement in respect of the Equipment

The Client may request the Supplier to provide support services in respect of the matters covered by the above clause. If the Supplier agrees to do so, it will be entitled to make an additional charge on a time and materials basis in accordance with its then current standard rates.

Client Responsibilities

Throughout this Agreement the Client warrants that it will

  • Ensure that the Equipment is only used by competent trained employees or by persons under their supervision and in a proper manner
  • Promptly notify the Supplier if the Equipment is not operating correctly together with such information as the Supplier may request
  • not modify the Equipment in any way
  • not request or permit anyone other than the Supplier to provide Services in relation to the Equipment of the type to be provided by the Supplier under this Agreement
  • make available to the Supplier free of charge all information, facilities and services reasonably required by the Supplier to enable it to perform the Services
  • provide remote access to its Equipment to enable the Supplier to perform the Services
  • provide access to the Equipment at the Client’s premises at the times agreed in advance with the Supplier

Duration

This Agreement shall commence on the Start Date and will continue for the Initial Period. It will then continue for successive renewal periods of 12 months unless terminated by either party giving not less than two months written notice (unless terminated earlier in accordance with this Agreement)

Fees and Payment

The fee for the basic services is payable one month in advance at the beginning of the Initial Period and at the beginning of each calendar month, or yearly in advance. Any additional services not covered by the fee for the basic services and any expenses incurred by the Supplier will be invoiced monthly in arrears.

The Supplier shall be entitled to vary the service fees at the end of the Initial Period and at 12 monthly intervals thereafter by giving not less than 30 days’ notice to the Client. If the Client gives notice before the expiry of this notice period that it does not accept the increase, the Client will be entitled to terminate the Agreement by giving one month’s notice to the Supplier.

Plan Changes

The Client can upgrade to a different price plan at any month end, by giving the Supplier 14 days’ notice, but this will renew their contract and start a new Initial Period.

Downgrading can only be implemented at renewal time

Termination

Should the contract be terminated, apart from at the end of the Initial or Renewal Period, any hours used over and above a pro-rata allowance, will become immediately payable at the Suppliers usual rate.

Should the contract be terminated, apart from at the end of the Initial or Renewal Period, any hours not used up to a pro-rata allowance, will become immediately refundable to the Client. These hours will be refunded at a rate calculated by dividing the annual cost of the Price Plan by the number of contracted support hours for the Initial Period.

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 Urgent is the highest severity, a complete system failure. This will be investigated with utmost urgency, with 'all hands to the pump'. Response from FormaServe within 30 minutes.
  • Severity 2 High is reserved for severe business impact problems, including situations where one client cannot perform work assignments due to network, hardware or application failure. For example, problems with BACS transmissions. These will be investigated with urgency. Response form FormaServe within 1 hour.
  • Severity 3 Normal there is a partial, non-critical loss of use of the service with a medium-to-low impact on your business, but your business continues to function. Short-term workaround is available, but not scalable. Response from FormaServe within 1 working day.
  • Severity 4 Low Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. Acceptable workaround available. - These call requests are scheduled at the convenience of both the client and technician. Response from FormaServe within 3 working days.

Products and Services

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.

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.

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.

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.

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.

Clients 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 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.

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.

Inspection Rights

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

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.

Delays

All dates quoted by FSS Ltd for delivery and completion of any stage of the service are to be treated as estimates only and 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.

Termination

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

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.

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

Web Services Supplementary Terms

Domain Name Registration

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.

Bandwidth Monitoring

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.

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 as well as answers to queries, decisions and approvals required by FSS Ltd in connection with the Service.

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.

Clients are entirely responsible for any and all activities that occur under their account and agree to indemnify, defend, and hold harmless FSS for any or expense arising from such use or misuse.

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

Privacy

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.

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.

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.

Limitation of Liabilities

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, or that this site or the server that makes such materials available are free of viruses or other harmful components.

Error fixing will be investigated within a day of the problem being reported, with the client being informed of an estimated timescale.

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
  • A third party’s good faith reliance on a hacker’s fraudulent use of your encrypted electronic signature, encrypted electronic certificate, email or website
  • 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
  • Any negligence, incompetence or act of sabotage, malicious or inadvertent, apart from by its own employees
  • 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.

Consultancy

Staff

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 after it has given written notification to the Client. In the case of a suitably qualified substitute the Supplier gives the same warranties to those for the original Representative.

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