All contracts for the sale of products or services made by DigiFor Ltd are deemed to incorporate these Terms and Conditions of Sale which shall prevail over any other document or communication between the parties unless otherwise agreed in writing. For the purposes of this document the term Software shall include packaged software programs, tools and related documentation, the term Service shall include consultancy, design work, copy writing, graphic art origination, bespoke software development, maintenance, support and related reports and presentations, the term Product shall include all Software, Services, and the term Customer shall include any individual or organisation who has entered into a contract with DIGIFOR for the supply of Product.
Acceptance of Orders
Orders must be placed by the issue of a valid purchase order or other written communication properly authorised by the Customer. DIGIFOR reserves the right not to accept any Customer order.
Duties and Taxes
Any relevant duties or taxes including VAT will be added to the cost of all sales at the prevailing rate.
Payment Terms
DIGIFOR's standard payment terms are as follows:
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50% of Software price is payable with order |
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50% of Software price is payable by 30 days from date of delivery |
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100% of Service price is payable by 30 days from the date of issue of the invoice |
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If any invoice becomes overdue the Customer's full outstanding balance with DIGIFOR becomes due and payable. DIGIFOR reserves the right to charge interest on overdue invoices at 3% above the base rate in force calculated on a daily basis. Payment shall be deemed to have been received only when the full amount has been credited to DIGIFOR's bank account without recourse.
Travel and Subsistence Costs
Travel and subsistence costs for staff engaged in delivery of Services where it is necessary to work away from DIGIFOR's offices shall be recharged at cost unless otherwise agreed in writing.
Time spent travelling shall be considered to be time worked on the delivery of services.
Delivery
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Any delivery time stated by DIGIFOR for Software shall be treated as an estimate only. Whilst DIGIFOR shall endeavour to dispatch Software on time no liability can be accepted by DIGIFOR for failure to deliver within the estimated dates. DIGIFOR shall not be liable for any loss (including consequential loss or loss of profit) arising either directly or indirectly from any delay in the delivery of the Software howsoever caused. |
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Any shortages or damage of Product must be reported to DIGIFOR within three working days of receipt. |
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The customer shall be obliged to accept the Product when it is presented for delivery by DIGIFOR. In the event that the customer is unable to accept delivery at that time any subsequent consequential expenses such as costs of storage or of redelivery shall be borne by the Customer. |
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Where any dependencies on Customer staff or materials are indicated in the Plan for a Service engagement, any expense or cost of additional effort required to meet the contracted delivery schedule consequent on failure to satisfy the dependency will be borne by the Customer. |
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Property and Title
Creative artwork and copy shall remain the property of DIGIFOR unless otherwise assigned by agreement.
Software produced by DIGIFOR on behalf of The Customer shall be severally and independently owned unless otherwise agreed in writing. The Customer and DIGIFOR shall be entitled independently to make any use of the Software as the individual property of either party without requiring permission or authority from the other party. Customers are advised that said Software may contain elements subject to one or more public licences such as the GNU General Public License.
No property or title to Product shall pass unless and until the full amount of the value of the invoice has been credited to DIGIFOR's bank account without recourse. The Customer shall indemnify DIGIFOR against any loss or damage to the Product prior to the passing of title therein whilst in the customer's custody. Risk of damage to or loss of Software or Training materials shall pass to the customer at the time of delivery or in the event that the Customer wrongfully fails to take delivery of the Product, at the time when the company has tendered delivery of the Product.
Cancellation
Software
Cancellations are accepted by DIGIFOR up to the time of dispatch of the Software. Where cancellations are accepted by DIGIFOR, DIGIFOR reserves the right to charge the Customer for any administration and handling costs incurred.
Service
Cancellations are accepted with no penalty up to 14 days before commencement of the Service engagement. After that but prior to the agreed start date, a minimum cancellation fee of 10% of the price is payable in the case of a Fixed Price contract. Cancellation subsequent to the agreed start date of a Fixed Price contract renders the contract price payable for the full contract or contract stage as outlined in the tender document, whichever is applicable. Cancellation of a Time and Materials contract with less than 14 days notice renders a cancellation fee equivalent to 5 days effort payable in addition to any time already due to be billed.
Warranty
All Software is furnished as-is and with all faults and deficiencies. DIGIFOR makes no warranty to the Customer with regard to the Software including but not limited to implied merchantability or fitness for a particular purpose. There are no warranties, obligations or liabilities of DIGIFOR express or implied arising by law or otherwise with respect to any bug, error, omission, defect, deficiency or nonconformity in any Software supplied.
Liability
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DIGIFOR shall not under any circumstances be liable for any indirect or consequential damages however caused. |
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DIGIFOR's liability in respect of any breach or non-performance of any order shall be limited to the refund of the invoice value to which the claim relates. |
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In the event that DIGIFOR is prevented from carrying out its obligations under a contract as a result of any cause beyond its reasonable control, such as, but not limited to, Acts of God, War, Strikes, Flood, Terrorism and Failure of third parties to deliver goods, DIGIFOR shall be relieved of its obligations and liabilities under such contract of sale for as long as such fulfilment is prevented.
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Miscellaneous
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If any provision herein is held to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions shall not in any way be affected or impaired. |
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Waiver by DIGIFOR of any of the terms herein or the granting of time or indulgence by DIGIFOR to the customer shall in no way affect DIGIFOR's rights hereunder. |
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The headings are for clarification and do not form part of the terms and conditions.
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Any notice or demand to be given hereunder shall be in writing and shall be delivered by hand or by first class post. If posted any notice shall be deemed to have been delivered 48 hours after posting.
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The law of England shall apply to these terms and conditions.
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| 6. |
The Training Terms and Conditions are deemed to incorporate these terms and conditions and if contradictory to these terms and conditions these shall prevail
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