General

The following Terms and Conditions shall be deemed incorporated in and shall form part of all contracts involving goods and/or services supplied by Software Studio Limited (herein called “the Company”) to “the Customer” (being any legal entity purchasing or acquiring goods or services from the Company).

For the purposes of these Terms and Conditions:

1. “Software” includes but is not limited to all files, images, media and relevant documentation.

2. Reference to any services provided by the Company includes but is not limited to services provided by the Company; it’s employees, contractors or representatives

3. Any reference to ownership of intellectual property, source code, software, images or documentation by the Company may also include any of these items owned by a third party where that third party has delegated the administration of these items to the Company.

Pricing

All prices quoted are exclusive of Goods and Services Tax unless otherwise stated.

Payment terms are cash unless an arrangement has been made between the Company and the Customer prior to the Customer ordering the goods. All payments made by the Customer to the Company shall be free from any deductions.

The Company reserves the right to revise its prices prior to accepting an order. Receipt of an order by the Company from the Customer does not constitute acceptance by the Company. The Company reserves the right to revise the price subsequent to accepting an order in the event of any occurrence affecting delivery that is outside the Company’s control.

The customer shall pay any insurance, handling and freight charges that are not specifically noted as included in estimated prices.

The Company will only provide pricing for software development, consultancy services, computer support or labour charges as estimates not commitments. The actual cost of these services may vary and is generally charged at an hourly rate. The Company will only provide a fixed price quotation in a written agreement between the Customer and the Company. Any such written agreement must specifically and clearly waive this clause and clearly specify any terms and conditions that apply to the quotation.

Where a representative of the Company is required to visit the Customer’s site as part of carrying out a service on behalf of the Company, the Company shall charge for any time taken traveling to and from the Customers site. Any additional expenses incurred in traveling to the site, including but not limited to airfares taxis and vehicle-running charges shall be charged to the Customer. If traveling to and from the customer’s site requires staying overnight, then accommodation, meals and expenses shall be charged to the Customer. The Company reserves the right to add a processing fee to any expenses charged.

Risk and Ownership

Where the Company has provided goods and/or product to the Customer:

Risk in any goods provided by the Company shall pass at the time the Company gives possession of the goods to a carrier, or if the company delivers the goods, the time of delivery. The Customer shall insure (and keep insured) all goods supplied by the Company.

With the exception of Software which is subject to licence (where it is not intended that title should pass to the user), property and ownership of any goods and/or product shall remain with the Company, and shall not pass to the Customer until the Company receives payment in full of the purchase price of the goods and/or product, and all other amounts owing to the Company by the Customer.

If the Customer does not make payment to the Company by the due date, then the Customer shall deliver the goods or product to the Company on demand. In the case of Software, written material or other similar product, the Company may also elect to have the Customer destroy all copies of the product.

Until ownership of the property passes to the Customer, the Company, or its representative, shall be entitled to enter upon the customer’s premises at any time to do all things necessary in order to inspect or take possession of any goods and to remove any copies of the Company’s product. The Customer shall be liable for all costs, of whatsoever nature, of and associated with the exercise of the Company’s rights under this clause and which shall be payable on demand.

Software Licences and Ownership

The Company retains full ownership and copyright for any intellectual property, source code, Software or documentation that forms any part of any service provided to the Customer by the Company. The Company’s right to full ownership of these items can only be waived in a written agreement between the Company and the Customer. Any such agreement must specifically waive this clause and specify each item giving the terms and conditions under which transfer of ownership of the item is transferred from the Company to The Customer.

Installing, running or using any Software provided to the Customer by the Company is subject to a licence agreement. Before installing, running or using the Software, the Customer must agree to abide by the terms and conditions of the licence agreement. All Software owned by the Company is subject to a licence agreement.

Where the Company carries out technical design, consultancy or software development on behalf of the Customer, the cost of these services is to be met by the Customer. The Company retains ownership and copyright of any intellectual property, source code, Software or documentation that are made available to the Customer as part of these services.

Any customised changes that the Company makes to the Company’s Software on behalf of the Customer are deemed part of the original Software. These terms and conditions as well as the terms and conditions of the licence agreement for the original Software apply to the modified or customised Software. The Company reserves the right to include all or part of any customised Software in future released versions of any Software product. The copyright for any customised Software belongs to the Company.

Consumer Guarantees Act 1993

To the extent permissible by law, the Customer acknowledges that:

All goods and/or services acquired from the Company are to be used for “Business Purposes” as the term is defined in the Consumer Guarantees Act 1993 (“CGA”).

If the Customer is not a consumer (as defined by the CGA) or acquires or holds himself or herself out as acquiring the goods for Business Purposes, the provisions set out in the CGA do not apply to the sale or supply of any goods and/or services by the Company to the Customer.

Privacy Act 1993

The Customer authorises any person or company to provide the Company with such information as the Company requires in response to its queries. The Customer authorises the Company to furnish to any third party details held by the Company about the Customer including any subsequent dealings the Customer may have with the Company.

Indemnity

Subject to applicable law, the Customer shall indemnify the Company and any other parties that have been involved in the creation, production, supply or delivery of any product and/or service against all claims in respect to any loss or damage, including consequential loss sustained by a third party, howsoever caused.

Liability

To the full extent permitted by law, the Company disclaims all warranties, conditions or representations, express or implied, regarding the processing, provision, receipt or exchange of date data by any computer hardware, software or any other device. The Company shall not be liable on any basis whatsoever for any failure of any product in connection with dates (including the advent of the new century).

Specifications, Errors and Omissions

Clerical errors or omissions, whether in computation or otherwise in any quotation, acknowledgment or invoice shall be subject to correction by the Company.

All product specifications are subject to change without notice.

Delivery

The Company, in good faith, makes all quotations of delivery times as estimates not commitments.

The Company will not be responsible for any loss or damage whatsoever caused directly or indirectly by non-delivery, or delay in delivery, of any goods and/or service.

Returns

The Customer must apply for and have received written approval from the Company before returning any goods. Any goods returned must be in original condition and in the original packaging. All appropriate documentation must be included with any goods returned for any reason. Unless a prior arrangement has been made between the Customer and the Company, the Customer must pay any freight charges incurred in returning goods to the Company.