“Database Help” shall mean Database Help Limited whose registered address is at Hawthorn House, Water End Road, Potten End, Berkhamsted, Hertfordshire, HP4 2SG whether trading as Database Help or under another business name.
“the Client” shall mean the person, firm or company by whom an order for supply of Services (as hereinafter defined) is accepted by Database Help.
“the Parties” shall mean Database Help and the Client and “Party” shall be either of them.
“Conditions” means the standard Terms and Conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between Database Help and the Client.
“Contract” means the contract for the supply of Services (as the context requires).
“Services” shall mean all work carried out by or on behalf of Database Help for the Client.
“Solutions” shall mean project specific software solutions developed and written by Database Help using third Party proprietary software
the “Contract Price” shall mean the fees and expenses specified in the Purchase Order as amended for the Services agreed to be paid by the Client to Database Help.
the headings in these Conditions are for convenience only and shall not affect their interpretation
Database Help shall supply the Services and the Client shall purchase the Services subject to these Conditions which shall apply to all orders however made or accepted.
These Conditions shall prevail over any terms and conditions contained or referred to in any communication from the Client.
Where it is agreed between the Parties that any Services are to be provided, the Parties shall communicate verbally, in writing or by e-mail the nature of the Services, the charging basis, and any other material terms.
Once the work specifications and terms including the Contract Price have been agreed they shall be reduced to writing (“Purchase Order”) and the Client shall provide Database Help with a unique purchase ordering reference number in respect thereof. Database Help reserves the right not to commence provision of the Services without a Purchase Order. All orders for Services and Goods are subject to Database Help’ acceptance.
Either Party may request changes to the nature or scope of the Services. Any such request shall be sufficiently detailed to enable the other Party to assess the impact of the proposed change. No such change will become effective until agreed in writing between the Parties and an amended Purchase Order has been issued.
In the event of an order being cancelled by the Client after the order has been accepted by Database Help, Database Help shall be entitled without prejudice to any other rights of action it may enjoy, to make a cancellation charge of 50% of the Contract Price. In addition to any cancellation charge, Database Help shall in the event of cancellation (whenever occurring) be entitled to charge the Client for any amounts payable to third Parties in connection with the order.
Database Help will provide Services as agreed from time to time, so far as is reasonably practicable and with all proper skill and care in a professional and timely manner.
It is the Client’s responsibility to afford Database Help such access and staff cooperation as Database Help may reasonably require for the proper performance of the Services. Database Help reserves the right to cancel any order in its absolute discretion, in the event that the Client fails to provide such access and cooperation or if the Client’s systems, procedures and operations are inconsistent with application of Solutions. In those circumstances Database Help shall be entitled to levy the cancellation charge referred to above.
Database Help shall be entitled to sub-contract performance of the Contract in whole or in part.
On completion of a discrete project Database Help shall notify the Client who shall have a period of one month to test use the software. Unless the Client reports otherwise in that period, Database Help shall be entitled to assume that the work has been completed to the satisfaction of the Client.
it is entering into the Contract as principal and not as agent for any other person, firm or company.
it shall provide Database Help with full co-operation, information and documentation to enable it to fulfil its obligations under this Agreement.
it will license and use third party proprietary software required in association with the solutions provided by Database Help in accordance with the terms of licence from the third party proprietary software provider.
The Client acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Services shall belong to Database Help.
Provided the Client shall not default on any term of the Contract, Database Help shall allow the Client a perpetual royalty-free licence to use such intellectual property in its business.
The Client may install the Database Help software Solution on its system and use it in its work.
The Client may not copy the Database Help software Solution save for back-up.
The Client may not transfer the Database Help software Solution to any third party by any means whether or not for value
The Client shall pay Database Help the Contract Price which shall be invoiced as agreed.
Value Added Tax at the prevailing rate shall be applied to the Contract Price and any other sums due to Database Help.
The Client shall pay Database Help no later than 30 days from date of invoice
The Client shall make payment directly to Database Help’ designated bank account.
On all outstanding invoices Database Help reserves the right to charge interest at the rate of 8% above the Base Rate of Barclays Bank from time to time on a daily basis.
Database Help reserves the right to discontinue providing its services without further notice in the event that the Client does not pay within the period agreed for payment.
On termination for any reason the Client shall be liable for all amounts arising under the Contract accrued up to the date of termination.
a) General
The Contract, including any schedules which are attached and initialled for identification by the Parties, constitutes the entire contract between them and supersedes all previous contracts and agreements. All variations must be in writing and signed by both Parties. Nothing herein shall make the Parties partners or joint venturers or impose any liability as such on either of them.
b) Applicable law and jurisdiction
The Contract shall be construed and governed in accordance with English Law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
c) Confidentiality
Without the prior written agreement of the other, neither Party may disclose to any third party, other than its immediate professional advisers, the terms of the Contract, or any confidential information relating to the other Party. For the avoidance of doubt all details of Database Help’ business which are not in the public domain are for the purposes of the Contract deemed to be confidential. Each Party shall cause its employees to be bound by these undertakings which shall survive the termination of the Contract.
d) Assignability
Neither Party may assign the Contract without the prior written approval of the other, such approval not to be unreasonably withheld.
e) Termination
Either Party may terminate with immediate effect if the other defaults in the proper performance of any material term of the Contract and fails to rectify the default within ten business days of a written request to do so, or with respect to the other an order is made or an effective resolution is passed for its winding up or it ceases or threatens to cease to carry on business or if a liquidator, receiver or other officer is appointed or a distress or execution is levied against any part of its assets.
On termination for any reason Database Help shall transfer all Client materials relating to the Contract to the Client subject only to a full accounting for the Contract Price and any other outstanding sum.
f) Severability
If any of the provisions of the Contract becomes invalid, illegal or unenforceable in any respect under the law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
g) Notices
Any notice required to be given pursuant to the Contract shall be in writing and shall be given by facsimile transmission or first class recorded delivery post to the address of the relevant Party set out at the head of this Agreement or such other address as either Party may notify to the other from time to time. Any such notice so served shall be deemed to have been received instantly if transmitted by facsimile and 48 hours after posting by first class recorded delivery post.
h) Exclusions
All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Provided that nothing in this clause shall be deemed to exclude either Party’s liability in respect of death or personal injury resulting from its negligence or for fraud, neither Party shall be liable to the other under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation (other than where made fraudulently), breach of statutory duty or otherwise for any loss of business, contracts, profits, anticipated savings, goodwill, or revenue, any loss or corruption of data, and/or for any indirect or consequential loss whatsoever incurred by either Party, whether or not the Party relying on this clause was advised in advance of the possibility of any such loss.
The total aggregate liability of either Party to the other under or in connection with the Contract shall not exceed the Contract Price payable by the Client to Database Help for any one event or series of events.
i) Force Majeure
Neither Party shall be deemed in default hereunder to the extent that it is unable to perform the Services or undertakings contained in the Contract by reason of an event of force majeure, third party breach or other similar event beyond its reasonable control.
j) Third Parties
The Parties hereby confirm that the Contract shall not purport to confer on any third party any right to enforce any term of this Agreement for the purposes of the Contracts (Right of Third Parties) Act 1999.