Terms of business - Assanka: Every Possibility

Unless you have established a separate agreement with Assanka, entering into any project with us which involves your use of software developed by us constitutes acceptance of the following terms of business. These terms were published on 24th June 2007.

Archive: View terms of business in effect prior to June 2007

The following is a summary of the intent of each clause but shall not have any meaning in law. Click the headings to jump to that clause in the full agreement.

Introduction

Recital: We make this agreement with you in order to grant you a software licence and to provide certain services.

Definitions and Interpretation

1. Definitions: A list of all the terms used in the main agreement, where we want to be clear about their meaning.

Development Period

2. Scope of the project: This is a list of all the types of work that, together, will deliver whatever software system you have asked us to provide.
3. Delivery: We will deliver the software on time, and if we don't, we will compensate you for the delay.
4. Payment terms: You pay us an agreed amount for everything listed in clause 2 (the scope of the project), and agree to spread your payments over an agreed payment schedule.
5. Customer delay: If inaction on your part causes the project to be delayed, we can extend the deadline. If coninued inaction causes the project to become permanently stalled, we can terminate the agreement.
6. Technical support: During development, technical support may be provided, but at our discretion.
7. Installation testing and acceptance: When we've finished developing, installing and configuring your software, you then officially accept it which ends the development period. If you find something wrong with it, we'll fix it, provided that you can identify a way in which the system does not meet the specification.
8. Termination of agreement during development period: There are very few circumstances in which you can terminate the agreement during development.

Operational Period

9. Grant of licence: Once development is complete, you have accepted the system and paid for it, we grant you a licence to use it indefinitely.

10. Terms of licence: You may not use the software we have developed for any reason other than the purpose for which it has been designed. For example, you cannot resell it or sub-licence it. You can, however, provide access to the system to other companies if they are providing you with services that support the operation of the system.
11. Assignment of intellectual property rights: We own the software, you own the data in it, as well as the style of the user interface if it has been designed to suit your brand.
12. Warranty: We warrant that the software will continue to function as specified in the applicable technical specification, for the duration of your warranty period, which is either 60 days if you're not paying for support, or for the term of the agreement if you are.
13. Limitation of liability: In line with normal practice for IT contracts, we do not accept liability for most losses, but we do have a limited liability for some things, and these are detailed here.
14. Technical support: You are entitied to fast, efficient support with specified target response times during your warranty period.
15. Payment of charges: If applicable, we will charge you an annual fee to cover your support contract, maintenance, and other services
16. Termination: You can cancel the support agreement giving three months notice, and you retain the licence.

General

17. Intellectual Property Rights indemnity: If our software were to contain anything that infringed the copyright held by someone else, we will ensure you are protected from any action that third party might take against you. Equally if anything in the data or information you provide us infringes copyright, you agree to protect us from action that the third party might take against us.
18. Late payment: If you are late with a payment, we will charge £15 or 1% of the outstanding balance as a late payment fee, plus interest.
19. Force majeure: In the event of a major disaster, such as a war, hurricane or earthquake, both parties may be released from their obligations.
20. Change requests: If you want additional development done at a later date, the work will be separately costed but covered by the same support agreement.
21. Backup: We keep backups of your data (where we host it), and during your warranty period, may make a guarantee to restore to a state no more than a specific timeframe prior to any data loss.
22. Confidentiality: All information we come to know about your business will be kept confidential, and we expect the same in return.
23. Waiver: If either party breaches any term of the agreement and the breach is permitted by the other party, that should not be seen to set a precedent for future breaches.
24. Notices and representatives: You agree to tell us who we should deal with, and notify us if the identity of that person changes. Any notices we need to send you will be addressed to that person. We also notify you of the official contacts at Assanka for notices you may want to send to us.
25. Invalidity and Severability: If any part of this agreement is found to be invalid, it should not affect the validity of the rest of it.
26. Assignment: If either party wishes to transfer their side of the agreement to another company, they need the written consent of the other to do so.
27. Successors: The agreement between us will continue if either of the parties is succeeded by a new entity, for example if either company is acquired by a larger one.
28. VAT: All charges are expressed exclusive of VAT which will be added if applicable
29. Law: The agreement is governed by English law.