By using our goods and services, you are agreeing to our terms and conditions.
This document, and the documents to which it refers, define the terms of the
agreement by which we provide you with goods and/or services.
For purchase of goods, our terms for supply of goods apply.
For purchase of services, our terms for supply of services apply.
If you are not happy with any of the terms or require any clarification of the
terms please contact us. Whilst this is a standard contract, we are happy to
consider changes generally or to meet your specific circumstances.
Where we agree a variation to this standard agreement it must be in writing
signed by a director, and such changes will take precedence over these terms.
Interpretation
This agreement is written in plain English and should be read as such. This
agreement is subject to English law.
We have used the terms we, us, our, RP, Reference Point, etc to mean Reference Point Computers Ltd,
and you, your, etc to mean the customer to whom we are providing goods and/or services.
We are Reference Point Computers Ltd, a company registered in England number
2800498.
We have tried to make the terms in this agreement general and easy to
understand. The terms should be read as a statement of what we intend and read
to the full extent that the law permits. If a term is not valid in some
context, it should be read to the full extent that it is valid, or possibly
only applying to a narrower context which allows it to be valid.
Copyright and Ownership
Once you have paid the monthly license fee, you own a license to use our software for one month. You do not own the software itself. The software is our exclusive property. The software and the documentation including all know-how, concepts, logic and specifications are proprietary products of Reference Point and are protected throughout the world by copyright and other intellectual property rights. No licence, right or interest in Reference Point's logos, or trademarks is granted to you under this agreement and you hereby agree not to remove any product identification or notices of proprietary restrictions. Further, you hereby acknowledge and agree that the right, title and interest in any modifications made by you to the software or documentation is retained by us.
Rights and Restrictions
You are permitted to use our software and services for your internal business purpose as long as that purpose does not include, without limitation, medical systems and power generation applications including but not limited to nuclear power applications. The number of users on which you may use the licensed products must not exceed the number of user licences issued by us, in writing.
You are not permitted to:
use any of our software or services for the provision of any service for the benefit of third parties unless you first acquire written permission from us.
modify or translate our software or services in anyway without our written permission.
reverse engineer, disassemble or decompile our software or any portion thereof or otherwise attempt to derive or determine the source code or the logic therein except to the extent and for the express purposes authorised by applicable law.
sub-license, rent, sell, lease, distribute or otherwise transfer the software.
Confidentiality
Our software includes confidential information that is secret and valuable to us. You are not entitled to use or disclose that confidential information without our express, written permission.
Liability
We understand that ongoing operation of goods and/or services we provide are important to the running of your business but we expect you to understand that such goods and services can fail for a variety of reasons. It is also possible for us to make mistakes. As such we expect you to take whatever precautions or insurances against such failure or mistakes as you see fit, including situations where we may be negligent. We do not accept any liability for consequential losses.
If we are negligent, then we accept that we have liability. We require you to prove we have been negligent in such cases. We require you to demonstrate actual financial losses for your claim (this does not include time wasted by you or any member of your organization). We require you to take all reasonable steps to minimise your losses.
Whilst there are no limits on our liability for death or personally injury due to negligence, we limit our liability for any other demonstrable loss to a refund of the amount paid for the failed goods or services (excluding any of our software modules). In the case of on-going services this is pro-rata for the period (and location if applicable) the service was not adequately provided. In the case of our software modules this is pro-rata support for the period (and location if applicable) of the software failure. In the case of tasks that we perform at your request as part of your support agreement, this is the amount of time taken to perform the task as a pro-rata calculation against your support costs, rounded to the nearest hour and assuming support is provided 24 hours a day, 7 days a week, 364 days of the year. Liability for any other reason is also limited to a refund of the amount paid (pro-rata for ongoing services). If an incident relates to an ongoing service but not a specific time frame, then we limit our liability to the charges you have paid for the related service for a period of 1 day.
You agree that our liability is also limited in respect of any claim you make
indirectly or via any third party (such as a bank or insurance company) and
agree to indemnify us against any such claim.
It is important to realise what this means. You use our software and services at your own risk. If we
make a mistake, the most you can get is your money back for goods or a pro-rata credit
against your support costs with us for the amount of time that the negligence occured (which may only be minutes).
This is unlikely to be a lot of compensation and, if this is a problem, you should look at getting your own insurance.
These terms do not affect your statutory rights, and apply to the full extent
that the law permits them to within those rights.
Prices
All prices quoted are exclusive of VAT which is added to your invoice.
Invoices normally show VAT exclusive unit prices with VAT added to the total
at the end. As such the total price for multiple items may differ by a few
pence when calculating on the total at the prevailing VAT rate
Estimates and quotes are not to be taken as an offer in the contractual sense, but are
merely an invitation for your to make an offer to purchase goods or services
from us, which we may decline for any reason.
Any carriage is charged where applicable. Note that we consider postage or
carriage to be a separate service we are providing and as such cannot be
cancelled under the distance selling regulations once the item is
posted/shipped.
Periodic Billing
For ongoing services we will issue an invoice periodically (e.g. monthly). You
may also receive additional bills for one-off charges, equipment or other
services. We normally issue invoices in advance on the first day of the month
before the period being billed (for monthly servcies). For annual services we
issue invoices in advance on the first day of the period being billed.
Calendar monthly: Invoices are for the whole month from the 1st of each
calendar month.
Annually: Invoices are for the whole period of 12 months from the date of the
invoice. Annual invoicing is reserved for the renewal of certain licences and
is not available for support billing.
It is important to note that some services are provided on a non-refund basis.
i.e. they have no termination notice period, but any period already invoiced
must be paid.
Bills may be for a partial period (e.g. 1.5 months) at the start or end of a
service. Whole days are considered only, with a
part day counting as a whole day. A partial bill considers each day covered to
be a proprtion of its month (e.g.
days in February are 1/28th or 1/29th of a month). This means that the days
in shorter months are charged at a slighty higher than those in longer months.
Payment
You are expected to read the invoices and statements we send you and contact
us promptly if you believe there is any error.
Each invoice states the payment terms, and you must ensure payment actually
reaches us or our bank within the payment terms. This is your responsibility,
so you should allow yourself time to resend payment if it is lost in the post
or a card payment is not authorized or other such eventualities.
You must ensure your payment quotes our account reference for you (your
customer reference) as quoted on your invoice and statement. This is
to be written on the back of cheques sent, or included as a payment reference
in any BACS payments. The payment will then be applied in full to the one
specified account. Payments will be allocated to the oldest outstanding invoices unless you have disputed any invoice in writing within 7 days of issue.
Some services and tariffs have as a condition of the service that you pay
using a specific payment method (e.g. direct debit). If you do not have such a
method set up, or stop such a method, and do not reinstate it when asked, then
we reserve the right to charge an
administration fee for dealing with different payment methods.
Credit terms
Unless we agree otherwise, invoices are due for payment immediately. We allow
a grace period of 20 days at our discretion. Credit is not automatic or a
right and we may withdraw or
change credit terms for future invoices if we wish. If you do not agree to the
terms stated on the invoice you must contact us immediately.
Invoices issued for immediate payment must be paid promptly, and arrive no
later than 20 days from issue of the invoice. We consider this to be sufficient
time for a cheque, BACS transfer or other form of payment even allowing for
public holidays, etc.
Clawed back payments
With card payments or direct debit payments it is possible for you to claw
back the payment at a later date.
There really should be no reason for a claw back. If we have mistakenly taken
payment from you, please contact us and we will immediately return the
incorrect payment. We are also happy to pay you any bank charges that you have
been charged because of the mistake, up to the admin fee we charge (£10.00).
It is also important to note that any returned or clawed back payment is
cancelled on your account with us, making it as though the payment was not made
at all, and you may become liable for late payment penalties and/or interest,
as well as administration fees (see below).
Administration fee
We reserve the right to charge an administration fee for dealing with any
payments made by any method other than Direct Debit.
We may charge you an administration fee of £10.00+VAT for the following, on
each occasion:-
If you pay by cheque, and the cheque is returned unpaid by the bank. We will
also charge you any bank charges which our bankers charge for handling the
cheque.
If you pay by card, and later the card payment is clawed back or you attempt
to claw back the payment. This applies even if we successfuly defend the claw
back claim, or the claw back is later returned, as it it to cover the admin
work involved in doing so. We will also charge any fee that we are charged by
our bank for the claw back.
If you pay by direct debit and the payment fails. The exception is where you
can show that we should not have tried to take the payment.
If you pay by direct debit, and later claw back the payment.
If you make an unnecessary payment to us or an overpayment and require us to
return it to you. We appreciate mistakes can be made, and will normally only
charge this for unusual or repeated occurances. If the payment involves any
special bank charges, such as for a high value or same day transfer, we will
also charge these. We may deduct all such charges and fees from the repayment
being sent to you.
Advance payment or over payment
If you send us money that you do not owe us, such as an over payment of a
payment when there are no outstanding invoices, then we will hold this as money
on your account. You can ask for the credit balance on your account back at any
time. We do not pay interest on any credit balance. If we invoice you for any
goods and services then we will, at that point in time, apply any credit
balance on your account towards paying that invoice. Your credit balance is not
considered a pre-payment for future goods or services.
Late Payment
Late payment interest and penalties are charged in accordance with the Late
Payment of Commercial Debts (Interest) Act 1998 as amended. This is a policy
in line with The Better Payment Practice Campaign as promoted by H M Revenue &
Customs. Note that this includes statutory compensation for late payments
between £40 and £100 per late invoice in addition to interest charged at 8%
above base lending rates, so it is wise to pay on time. All payments received
are applied on account as the date they are received, clearing debts in strict
order of due date unless otherwise agreed. Late payment penalties apply to all
commercial contracts in the UK, not just us.
If we give you time to pay (credit), we are doing this because we recognize
that many businesses have a complex systems for signing off and paying
invoices, and that people can be on holiday, or sick, etc. It is not because we
wish to operate as a bank and lend money and it should not be used as a means
to obtain goods and services when you can't afford them. As such we do not
expect you to deliberately wait to the last moment you think you can send
payment and still be within terms. If you do, and miss the date even by one day
we will not have any sympathy with such a policy and will charge late payment
penalties as the law permits.
If you pay by Direct Debit, then we are taking responsibility for collecting
the payment within the terms. If we do not try and collect payment within the
terms then you are not liable for late payment penalties as a result. However,
we are agreeing to try and collect payment once within terms. If we try once,
and that collection fails for any reason or is returned by your bank for any
reason, it is then your responsibility to ensure payment is made within the
terms. We will contact you if a collection fails. It is also important to
understand that it takes up to 14 days for a direct debit to be set up - you
must allow for this if setting up a direct debit to pay for invoices that will
be due before this can be done, and pay any amounts that will be overdue by
other means.
Changing these terms
You cannot change these terms and conditions. You cannot assign this agreement
to anyone else. We may change the terms and conditions, and any associated
rules. We will put the new versions on our web pages. We may also assign the
agreement to any other party after giving you one month's notice.
If we make a change of the conditions that is to your detriment, and you wish
to terminate the service as a result, then this operates in much the same way
as a price increase for an ongoing service. You must notify us that you are
terminating because of the change in the first invoice period of service
following the change, and we will treat that period as operating under the
previous version of these terms. If you do not terminate the contract in the
first period after a change, you are considered to have accepted the new terms.
How we communicate
General information, including these terms and conditions, will be made
available on our web pages from time to time.
We may use email or letter to communicate changes, including any changes to
terms and conditions or policies or other important information. It is your
responsibility to check our web pages, or read emails to ensure you are aware
of such information.
You may contact us using our published email, fax, telephone or postal
information. You are responsible for ensuring any communication actually
reaches us, and we consider your communication valid on the date and time it
reaches us and not when it was posted or sent. Invoices are normally sent by
email to the address you have advised to us for your accounts department. You
can change the email address to which they are sent whenever you like by
contacting us.
Liquidation, etc.
If you go in to liquidation, administration, bankrupcy or in anyway stop being
liable to pay your oustanding invoices, then we may terminate all services
being provided immediately. You are reminded that all goods which have not been
paid for in full are ours, and we have the right to collect them from you.
The person(s) dealing with your company (e.g. liquidator) may ask us to
continue to provide services. For example, they may want to sell a business as
a going concern, or sell assets such as EPoS equipment. If they do, then they
will have to pay all oustanding charges for those services and agree to pay
ongoing charges in advance.
This also applies if you sell your business as a going concern; the new owners
of the business will be responsible for paying any outstanding amounts on
products and services and will have to agree to pay for ongoing charges in
advance. It is your responsibility to make sure that the purchaser is aware
of this and agrees to these terms.
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