Terms of Business

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 1st December 2009.

Archive: View terms of business in effect prior to December 2009

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: Some of the words in the agreement have special meanings, which we define to ensure the meaning is completely indisputable.

Development Period

2. Scope of the project: This is a list of all the work that, together, will deliver whatever 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 the scope of the project, and will spread your payments over an agreed payment schedule which will be detailed in your specification or proposal document.
5. Customer delay: If lack of progress on your part causes the project to be delayed, we can extend the deadline. If continued delay from your side causes the project to become permanently stalled, we can terminate the agreement.
6. Technical support: During development, technical support may be provided, but with no guarantees. Since the system is not finished yet, it should not be expected to work properly, but you’ll get to see it developing and may have queries, which we’ll answer if we can (with no obligations to do so).
7. Installation testing and acceptance: When we’ve finished building, installing and configuring your software, you then officially accept it which ends the development period and launches the system live. 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. If we can’t fix it, we’ll give you a full refund of everything you’ve paid us.
8. Termination of agreement during development period: There are very few circumstances in which you can terminate the agreement during development. You’ve agreed to buy the system from us, and if you change your mind you will still be liable for the full contract fee, unless one of us goes bankrupt or there are seriously extenuating circumstances such as a natural disaster.

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 for ever. We don’t have the right to revoke this licence. It’s yours forever.

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 and content in it, as well as the style of the user interface if it has been designed to suit your brand.
12. Warranty: We guarantee that the software will continue to work as stated in the specification or proposal document that you signed, for the duration of your warranty period. That’s limited to 60 days if you’re not paying for support, or for the term of the support agreement if you are.
13. Limitation of liability: In line with normal practice for IT contracts, we do not accept liability for most losses (particuarly loss of earnings and other ‘consequential’ losses), but we do have a limited liability for some things such as personal injury and damage to property.
14. Technical support: You are entitled to fast, efficient support (how fast depends on your support package) with specified target response times during your warranty or support period.
15. Payment of charges: We will charge you an annual fee to cover your support contract, maintenance, and any other services
16. Termination: You can cancel the support agreement giving three months notice, and you keep the licence (but no longer get support). After termination we no longer have any obligations to you other than confidentiality.

General

17. Intellectual Property Rights indemnity: If our software were to contain anything that violated the copyright held by someone else, we will ensure you are protected from any action that company or person might take against you. Equally if anything in the data or information you provide us violates copyright, you agree to protect us from action that the company or person might take against us.
18. Late payment: If you are late with a payment, we will charge £15 or 1% of the outstanding balance (whichever is higher) as a late payment fee, plus interest.
19. Force majeure: In the event of a major disaster, such as a war, hurricane or earthquake that leaves either you or us unable to fulfil our responsibilities under this agreement (in a way that is completely beyond control) then the party affected cannot be accused of breech of contract while the disaster is happening.
20. Change requests: If you want additional work done at a later date, we will quote for it separately but it will be covered by the same support agreement, once we’ve finished it.
21. Backup: We keep backups of your data (if we host it), and during your warranty/support period, we guarantee to be able to restore the system to working order (how completely depends on your support package).
22. Confidentiality: All information we find out about your business will be kept confidential, and we expect the same in return.
23. Waiver: If either of us breaches any term of the agreement and the other one allows it, 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.

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