Terms and conditions for software or services produced by Polyhedron Software Ltd

 

1. TERM. This Agreement shall come into force on the COMMENCEMENT DATE and shall remain in force indefinitely subject to the provisions for termination contained herein.

2. INSTALLATION. Installation of the SOFTWARE on the CUSTOMER's computer system is the responsibility of the CUSTOMER and POLYHEDRON shall provide to the CUSTOMER such information and written instructions as are reasonably necessary to enable the CUSTOMER to obtain the successful installation of the SOFTWARE.

3. PAYMENT.   

4. USE.

(a) The SOFTWARE shall be used only on the EQUIPMENT, and only by the CUSTOMER and/or by any employee of the CUSTOMER.

(b) The SOFTWARE shall be used only for the CUSTOMERs own data processing, and shall not be used to provide a data processing service to any third party, whether by way of trade or otherwise.

(c) Notwithstanding the above sub-clauses the CUSTOMER may take such back-up copies as are necessary to maintain operational security, and use the SOFTWARE on a standby system without limitation in cases where its own computer system is inoperable, provided that the CUSTOMER immediately notifies POLYHEDRON of such use and discontinues such use as soon as its own system is again operable.

(d) The CUSTOMER shall permit POLYHEDRON, at all reasonable times, and at POLYHEDRON's expense to verify that the use of the SOFTWARE is within the terms of the Licence.

5. CONFIDENTIALITY.

(a) The CUSTOMER will keep and procure to be kept confidential and shall not (except as expressly permitted by this Agreement) during the continuance of this Agreement or at any time after its expiration or termination disclose or supply the SOFTWARE or permit the SOFTWARE to be disclosed or supplied to any person, firm or company.

(b) Nothing contained in this Agreement shall require the CUSTOMER to keep secret any information about the SOFTWARE which is or (otherwise than by the CUSTOMER's act or omission) comes into the public domain.

(c) Both parties agree to use their best endeavours to take all reasonable steps to minimise the risk of disclosure of such confidential information by employees and others except insofar as it is expressly permitted under this Agreement.

6. TITLE.       The CUSTOMER recognises that POLYHEDRON is the owner of all intellectual property rights in the SOFTWARE and that the same shall remain vested in POLYHEDRON both during the term of this Agreement and afterwards.

7. ASSIGNMENT.   The CUSTOMER may not assign its rights or obligations under this Agreement to any person, firm or company.

8. TERMINATION.

(a) Subject to Clause 1 hereof the CUSTOMER shall have the right to terminate this Licence at any time by giving POLYHEDRON at least thirty days prior written notice.

(b) Notwithstanding sub-clause (a) hereof and Clause 1 hereof and without prejudice to any other remedies POLYHEDRON may have against the CUSTOMER, POLYHEDRON shall have the right at any time by giving notice in writing to the CUSTOMER to terminate this Agreement immediately if the CUSTOMER commits a breach of any of the terms of this Agreement.

9. CONSEQUENCES OF TERMINATION. Upon the expiry or the termination of this Agreement at any time and for any reason, the CUSTOMER shall (without prejudice to the rights of either party which have accrued up to the date of termination).

(a) Discontinue all use of the SOFTWARE as at the date of termination and

(b) At the option of POLYHEDRON, either destroy all copies, including partial copies of the SOFTWARE or return such copies to POLYHEDRON and in either event the CUSTOMER shall promptly forward written notice to POLYHEDRON that these requirements have been carried out.

10. EXTENT OF LIABILITY.   POLYHEDRON shall have no liability to the CUSTOMER for any loss or damage of any nature arising from any defect in the SOFTWARE or from any breach of any express or implied warranty or condition of this Agreement or any negligence, breach of statutory or other duty on the part of POLYHEDRON or in any way out of or in connection with the performance or purported performance of or failure to perform the Agreement save that if the CUSTOMER, within 6 months of the COMMENCEMENT DATE, establishes that any of the SOFTWARE is defective, POLYHEDRON shall at its option, replace with similar SOFTWARE or repair any defective SOFTWARE or allow the CUSTOMER credit for the LICENCE FEE, PROVIDED THAT in no circumstances shall the liability of POLYHEDRON to the CUSTOMER under this condition exceed the value of the said LICENCE FEE.

11. WAIVER. The waiver by POLYHEDRON of any breach of any term of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

12. ENTIRE UNDERSTANDING.  This Agreement and the SOFTWARE MAINTENANCE AGREEMENT embody the entire understanding of the parties in respect of the matters contained or referred to therein and there are no other promises, terms, conditions or obligations, oral or written, express or implied.

13. PREVIOUS AGREEMENTS. All previous agreements and arrangements if any relating to the SOFTWARE made between POLYHEDRON and the CUSTOMER are superseded.

14. VARIATION. No variation or amendment of this Agreement or oral promise or commitment related to it shall become valid unless committed to writing and signed by or on behalf of both parties.

15. INDEPENDENT CONTRACTOR. The CUSTOMER is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the CUSTOMER and POLYHEDRON.

16. FORCE MAJEURE. Neither party under this Agreement shall be liable for any failure in the performance of any of its obligations under this Agreement caused by factors outside its control.

17. NOTICES. Any notice to be given under this Agreement shall be in writing and sent by First Class pre-paid letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date following that on which the notice was posted.

18. LAW AND CONSTRUCTION. This Agreement shall be governed by English Law and the English Courts shall have sole jurisdiction to consider and determine any claim dispute or issue arising out of or relating to this Agreement.

19. HEADINGS. The Headings of Clauses are for convenience of reference only and shall not affect their interpretation.

• Payment must be made at the time of order or, for customers with prior consent, within 30 days.
• Payment may be by VISA/Mastercard, bank telegraphic transfer, or cheque in pounds sterling drawn on a British bank.  Credit/debit card payments are in pounds sterling and charges will be based the published UK pound price.  Cheques are accepted in pounds sterling, euros, or US dollars.  Cheques in foreign currency (other than pounds sterling) should be prearranged and must reflect the exchange rate at the time of purchase.
• The Buyer's bank charges are the responsibility of the Buyer. Polyhedron Software will also pay their own bank charges.
• Without prejudice to Polyhedron Software's other rights, if the Buyer fails to pay any amount on the due date the following terms apply:
  • Polyhedron Software shall have the right to cancel any contract or purchase made with the Buyer and/or to suspend deliveries.
  • Polyhedron Software reserves the right to charge interest on a daily basis on overdue amounts at the rate of 4% above Barclays Bank base rate until payment is received.
  • The Buyer shall indemnify Polyhedron Software and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amounts.  The whole of the balance then outstanding to Polyhedron Software by the Customer on any account whatsoever shall become immediately due and payable.