These terms and conditions cover the supply of Cycloud third-party software products and are in addition to Cycloud’s End User Licence Agreement. If there are any questions then please contact us directly.
1.1 “Company” means Cycloud Limited.
1.2 “Customer” means the person, firm, company or other organisation purchasing the product.
1.3 “Confidential Information” means all information confidential to the Customer whether relating to the Customer’s business, customers, clients, suppliers or otherwise but excluding information now or at any time hereafter becoming generally known or accessible to the general public (unless due to the default of the Company hereunder) and information obtained by the Company from a third party free of restrictions on use or disclosure.
1.4 “Contract” means the agreement between the Customer and the Company covering the products provided.
1.5 “Products” means the products and/or services to be delivered under this Contract.
1.6 “Product Owner” means legal owner of 3rd party software product.
2. INVOICING & PAYMENT
2.1 Payment is due in advance of any supply except in circumstances covered by Clause 2.2.
2.2 All invoices raised under a trade account must be settled by the Customer within 30 days of the date in the invoice. Any disputed item must be notified to the Company by the Customer within 14 days.
2.3 Without prejudice to any other contractual right, the Company reserves the right to charge interest on overdue invoices at a rate of 3% above Bank of England Base Rate, compounded monthly until settlement.
2.4 Prices quoted on Renewal Quotations are based on the Euro/£ exchange as at the date shown on the quotation. The Company reserve the right to amend the final invoice should the exchange rate change by more than 2% up or down before payment received.
2.5 If payment for a licence renewal is not received by the due date stated on the renewal quotation, then the Company reserve the right to deem the licence expired and for any renewal to be invoiced at full list price.
3.1 Cycloud warrants that it has good title to, or licence to, supply all Products to the Customer.
3.2 If any part of the Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the Product PROVIDED THAT no unauthorised modifications to the product have taken place. Cycloud and its partners are not responsible for the cost of labour or other expenses incurred in repairing or replacing defective or non-conforming parts.
3.3 All software Products supplied hereunder are supplied “as is” and the sole obligation of the Cycloud and its partners in connection with the supply of software Products is to use all reasonable endeavours to supply a corrected version, in the event that any such software Product should fail to conform to its product description, PROVIDED ALWAYS THAT the Customer notifies Cycloud of any such non-conformity within 90 days of the date of delivery of the applicable software product.
3.4 If the Products are rejected by the Customer as not being in accordance with the Customer’s order pursuant to Clause 6.2 or 6.3, Cycloud and its partners will only accept the return of such Products provided that it receives notification thereof giving detailed reasons for the rejection. Cycloud will not consider any claim for compensation Indemnity or refund until liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company. Under no circumstances shall the invoiced Products be deducted or set off by the Customer until Cycloud and its partners have passed a corresponding credit note.
3.5 Cycloud’s maximum aggregate liability for any and all losses, claims, demands, damages, costs. and/or expenses of any kind whatsoever arising out of or in connection with any order confirmation and/or these terms and conditions (whether in contract, tort, by statute or otherwise) shall not, in total, exceed the amount actually paid by the Customer to the Company for the Products which are the subject of the order confirmation in question.
4. PROPRIETARY RIGHTS IN SOFTWARE
4.1 The Customer hereby acknowledges that any proprietary rights in any Product supplied hereunder including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights shall at all times and for all purposes rest and remain vested in the Product Owner.
4.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attached to Products supplied and delivered by Cycloud and its partners (including if so required, the execution and return of a Product licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the Product Owner. The Customer further agrees to indemnify Cycloud and its partners in respect of any costs, charges or expenses incurred by Cycloud and its partners at the suit of any relevant Product owner as a result of any breach by the Customer of such conditions.
4.3 No title or ownership of software products or products of any software products or any third-party software licenced under this Contract is transferred to the Customer under any circumstance.
5.1 Neither party shall be deemed by virtue of this Contract to be an agent or the partner of the other and each party will make clear in all dealings with third parties that it has no authority to make representations on behalf of the other or to bind the other contractually with any third party.
5.2 If any of the terms of this Contract are held to be void or unenforceable by any reason of law they shall be void or unenforceable to that extent only and no further and all other terms shall remain valid and fully enforceable.
5.3 The Customer shall not have any right of set-off.
5.4 No indulgence granted by either party to the other in relation to any term hereof shall be deemed a waiver of such term or prejudice the later enforcement of that or any other term hereof.
5.5 The headings in this Contract are for convenience only and shall not affect its interpretation.
5.6 The Contract shall be governed by and interpreted in accordance with English Law and shall be subject to the exclusive jurisdiction of the English courts.
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Tel: +44 7792 291497
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