1 Definitions and Interpretation
1.1 In these Conditions:
"AGREEMENT" means the agreement for the provision of the Services by Docusoft Limited to the Customer (The Parties) as contained in the Proposal, these Conditions and the Specific Conditions to which these Conditions are appended
"CHARGES" means the fees, charges and expenses for the Services as set out in the Proposal
"CUSTOMER" means the person or company named on the Proposal for whom Docusoft has agreed to provide the Services in accordance with these Conditions "DOCUSOFT" means Docusoft being the business carried on at Westmead House, Westmead, Farnborough, GU14 7LP
"PREMISES" means the Customer's premises
"PROPOSAL" means the Proposal for Services provided to the Customer by Docusoft "INVOICE" means the Invoice for Services provided to the Customer by Docusoft "SERVICES" means such of the services and goods as are specified in the Proposal and the Specific Conditions
"SPECIFIC CONDITIONS" means the conditions for the type of Services to be provided to which these General Terms and Conditions of Sale are appended 'TECHNICAL QUESTIONNAIRE" means the technical response provided by the Customer and returned to Docusoft which may be either written or verbal
1.2 Words denoting the masculine gender shall include the feminine and neuter genders and vice versa and words denoting the singular shall include the plural and vice versa
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation
1.4

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time

2 Supply of the Services
2.1

Docusoft shall provide the Services to the Customer subject to these conditions and the Specific Conditions. The Customer shall sign, date and return the Proposal to Docusoft to acknowledge the Customer's acceptance of the details of the Services and Charges outlined in the Proposal before Docusoft shall commence work

2.2

Docusoft may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any safety or other statutory requirements or which do not materially affect the nature or quality of the Services

3 Charges for Services

Subject to any provisions contained in the Specific Conditions, the Customer agrees to pay the Charges on the following terms:

3.1

The Customer shall pay the Charges at the times and the stages specified in the Proposal or Invoice. (A direct debit mandate will be requested to be signed and payment will be by direct debit).

3.2

Where a credit limit for a Customer is specified in the Proposal, Docusoft reserves the right to cancel or amend such credit limit as previously granted, at any time without giving any reason

3.3

In the event of late payment the Customer shall pay interest on the amount of the Charges outstanding at the rate of statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the date due until the date of actual payment

3.4

If payment remains overdue for more than 21 days Docusoft reserves the right to withhold the provision of the Services until payment of all outstanding Charges and interest is made. Such withholding does not relieve the Customer of its obligation to pay any outstanding Charges and interest

3.5

The Customer shall be liable for and shall indemnify Docusoft against all costs and expenses incurred by Docusoft in respect of any steps, actions or proceedings made or brought against the Customer by Docusoft to obtain payment of Outstanding Charges and Penalties

3.6

All payments must be in UK Pounds Sterling unless otherwise agreed in writing. If any cheque from the Customer is returned by the bank as unpaid for any reason the Customer will be liable for an administration fee of £25 or such increased figure as Docusoft may from time to time reasonably require

4 Additional Services

Any additional work requested by the Customer must be the subject of a new Agreement and will be charged at the then going rate in force from time to time by Docusoft

5 Performance

Docusoft warrants with the Customer that the Services will be provided using reasonable care and skill in so far as reasonably possible in accordance with the Proposal and at the intervals and within the times (if any) referred to in the Proposal.

6 Customer's Obligations
6.1

The Customer shall respond and provide to Docusoft any requested technical information at the appropriate time

6.2

The Customer shall take all reasonable steps to ensure the health and safety of Docusoft and its employees and representatives carrying out any of the Services at the Premises

6.3

The Customer warrants that the Agreement is not conditional upon the Customer obtaining hire purchase leasing or any other similar form of finance for payment of the Services

6.4

The Customer shall accept delivery of Services in a timely manner within six months of signing the Proposal unless payment is made in full or it is otherwise agreed in writing

7 Liability
7.1

Except in respect of death or personal injury caused by Docusoft's negligence or as expressly provided in these conditions Docusoft shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of the Agreement for any loss of profit, loss of business or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Docusoft or its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer or out of the operation of or inability to operate any software supplied by Docusoft as part of the Services by the Customer and the entire liability of Docusoft under or in connection with the Agreement shall not exceed the amount of the Charges for the provision of the Services except as expressly provided in these Conditions

7.2

7.2 Docusoft shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing or failure to perform any of Docusoft 's obligations in relation to the Services if the delay or failure was due to any events, circumstances or causes beyond Docusoft's reasonable control and in such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligations has been delayed or failed to be performed.

8

Termination

8.1

Either party may terminate an Agreement for the provision of Software Support Services by giving written notice to the other not less than 30 days prior to the last day of the Contract Term such notice to be effective on the last day of the Contract Term or thereafter by giving written notice to the other not less than 30 days prior to the last day of an Annual Period such notice to be effective on the last day of an Annual Period

8.2

Either party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any material breach of these conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so or if the other goes into liquidation or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed

8.3

In the event that the Agreement is terminated by Docusoft as per clause 8.2, the Customer will pay and will indemnify Docusoft against all costs, damages, fees and other charges payable by Docusoft to any third party as a result of such termination and further the Customer shall pay to Docusoft:

8.3.1

a proportionate sum for the Services as carried out to the date of termination on the basis of time incurred and materials used and 8.3.2 the net profit which would have been payable to Docusoft if the Agreement had not been terminated comprising the amount of the Charges after deduction of the cost of supplying the Services and less any costs or payments made on behalf of the Customer to any third party

8.4

The Customer may not terminate the Agreement for convenience or for any reason other than defined in clause 8.2 or on the notice specified in 8.1 for which time shall be of the essence

9 Cancellation Period
9.1

The Customer may within 7 days of the date of the Customer signing the Proposal for the provision of Services cancel such Services by sending written notice of cancellation by recorded delivery post to Docusoft

9.2

Provided that such written notice is received by Docusoft within the stated period of 7 days, then the Customer shall be under no further obligation to Docusoft in respect of the Services and any Charges paid by the Customer to Docusoft in respect of the Services not provided up to the date of the cancellation will be refunded

10 General
10.1

In providing the Services Docusoft is acting as an independent contractor and is not acting as an employee of the Customer

10.2

These Conditions together with the terms set out in the Proposal and the Specific Conditions constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law

10.3

The Customer may not assign, transfer or in any way make over any of its rights or obligations to any third party without the written consent of Docusoft

10.4

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as any at the relevant time has been notified pursuant to this provision to the party giving the notice

10.5

No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision

10.6

If any provision of these Conditions or in the Specific Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions or the Specific Conditions and the remainder of the provision in question shall not be affected

10.7

English Law shall apply to the Agreement and the Parties agree to submit to the jurisdiction of the English Courts

10.8

It is not intended that any of the terms of the Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person not a party to it.

SOFTWARE SPECIFIC CONDITIONS

1 De?nitions and Interpretation

In these Specific Conditions: "GENERAL CONDITIONS" means the general conditions appended to which these Specific Conditions are appended
"INPUT MATERIAL" means any documents, images, photographs, graphics, designs, materials, elements of text, data or other information provided by the Customer to Docusoft relating to the Software Services or installed by the Customer on the Software
"JOB COMPLETION" means the substantial completion of the installation specified in the Proposal
"DOCUSOFT SOFTWARE" means "Docusoft DMS" or software created by Docusoft in connection with the provision of the Software Services
"DOCUSOFT SOFTWARE LICENCE” means the licence agreement for Docusoft Software to be entered into between the Customer and Docusoft
"SOFTWARE" means both or either of the Docusoft Software and Third Party Software "SOFTWARE SERVICES" means such of the following services as are specified in the Proposal:
the supply and installation of Software
the integration of Software with the Customer's networks or IT system
the installation of the Input Material on to the Software
'THIRD PARTY SOFTWARE" means any third-party software supplied in connection with the provision of the Services
'THIRD PARTY SOFTWARE LICENCE" means the licence agreement to be entered into between the Customer and the supplier of Third Party Software relating to the ThirdParty Software

1.2

Words and expressions used in these Speci?c Conditions shall, unless the context expressly requires otherwise, have the meaning given to them in and shall be interpreted in accordance with the General Conditions

2 Provision of Software Services

Docusoft shall provide the Software Services as speci?ed in the Proposal

3 Customers Obligations
3.1

The Customer at its own expense shall supply Docusoft with the Input Material. The Customer shall ensure that the Input Material is of a quality, type and nature suitable for use by Docusoft

3.2

It is the responsibility of the Customer and not of Docusoft to keep any passwords secret and secure at all times and Docusoft will not be responsible for any damage or consequential loss caused by unauthorised access resulting from failure to keep any passwords secret or secure

3.3

It is the responsibility of the Customer to put in place appropriate backup procedures and to operate the same and Docusoft will not be responsible by reason of any failure by the Customer to do so

4 Intellectual Property Rights
4.1

The property and copyright or other Intellectual Property Rights in the Docusoft Software shall remain the property of Docusoft but Docusoft shall grant to the Customer on payment in full of all Charges payable for the Software Services a nonexclusive licence in the form of the Docusoft Software Licence

4.2

The property and copyright or other intellectual property rights in the Third-party Software shall be governed by the Third-party Software Licence and by accepting these Speci?c Condition and the General Conditions the Customer authorises Docusoft to accept the provisions of the Third-party Software Licence on behalf of the Customer

4.3

The Customer is bound by and shall comply fully with the Third-party Software Licence and any other agreements with third parties and shall indemnify Docusoft against any losses, damages, costs, expenses or other claims arising from any infringement of the provisions of such agreements

5 Con?dentiality

Any Input Material or other information provided by the Customer which is so designated by the Customer shall be kept con?dential by Docusoft but the foregoing shall not apply to any Input Material or other information which are public knowledge at the time when they are so provided and shall cease to apply if at any future time they become public knowledge through no fault of Docusoft

6 Warranties
6.1

Docusoft does not warrant that the Software will remain fully operational at all times and that it will not be affected by failure of hardware, security breaches, malicious attacks, terrorist attacks or terrorism of any kind, internet worms/viruses and denial of service attacks

6.2

In connection with the supply of the Thirty-party Software Docusoft does not give any warranty, guarantee or other term as to their quality, reliability, fitness for purpose or ?tness for the requirements of the Customer or otherwise. For the avoidance of any doubt, the Docusoft Software is installed on a file server (either in your office or on a hosted fileserver). The Docusoft Portal is the only element that is "cloud based". It is your responsibility to put in place fileserver backup procedures.

SUPPORT SPECIFIC CONDITIONS

1 De?nitions and Interpretation
1.1

In these Specific Conditions: "ANNUAL PERIOD" means a period of 12 calendar months calculated from the date of the job Completion and thereafter from each anniversary of that date and throughout the Contract Term
"CONTRACT TERM" means a period of 36 consecutive months commencing on job Completion
"GENERAL CONDITIONS" means the general conditions to which these Speci?c Conditions are appended to
"JOB COMPLETION" means the substantial completion of the installation speci?ed in the Proposal
"DOCUSOFT SOFTWARE" means "Docusoft DMS" or software created by Docusoft in connection with the provision of the Support Services
"SOFTWARE" means either of the Docusoft Software and Third Party Software
"SUPPORT SERVICES" means software support or subscription as speci?ed in the Proposal
'THIRD PARTY SOFTWARE" means any Third-party software supplied in connection with the provision of the Support Services

1.2

Words and expressions used in these Speci?c Conditions shall, unless the context expressly requires otherwise, have the meaning given to them in and shall be interpreted in accordance with the General Conditions.

2 Provision of Support Services
2.1

Docusoft shall provide the Support Services as speci?ed in the Proposal and in accordance with these Speci?c Conditions

2.2

Docusoft shall provide support for Software to the Customer with reference to the provider of Third-party Software if appropriate. Docusoft shall use reasonable endeavours to resolve problems as quickly as practicable but shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay or failure to do so

2.3

Docusoft shall provide upgrades to the Software as it deems appropriate

2.4

Where a request for support (including, but without prejudice to the generality of the foregoing, the re- installation of server Software or the implementation of upgrades) by the Customer is in the sole opinion of Docusoft not covered by the provision of Support Services but is a request for additional work then clause 4.1 of the General Conditions shall apply

3 Charges for Support
3.1

The Customer shall pay to Docusoft the Charges for the provision of Support Services as speci?ed in the Proposal

3.2

The Customer shall pay the Charges for each Annual Period for Support Services on or before the ?rst day of the said Annual Period and thereafter on each anniversary of the ?rst day of the Annual Period. A direct debit mandate is required.

3.3

Docusoft may vary the Charges for the Support Services by service of a notice in writing ("the Notice") on the Customer not less than 21 days before the end of the Annual Period specifying the Charges for Support Services for the next Annual Period. If no notice of termination is received by Docusoft from the Customer within 7 days of the service of the Notice then the agreement for the provision of Support Services shall continue for a further Contract Term and the Charges speci?ed in the Notice shall be deemed to be agreed as the Charges for the next Contract Term. If Docusoft does not serve a notice on the Customer then the Charges for the next Contract Term shall continue and be at the same rate as the current Charges

3.4

Charges for Support Services cannot be reduced within the Contract Term. Thereafter the Customer may reduce the Support Services required in an Annual Period by giving written notice 30 days prior to the commencement of the Annual Period

4 Variation of Conditions

Docusoft may, with the exception of varying Charges, vary its Speci?c Conditions for the provision of Support Services or its General Conditions at any time during the provision of Support Services by giving 60 days written notice ("the Variation Notice") to the Customer of such amended conditions

5 Termination of the Agreement for the provision of Support Services on Notice
5.1

Neither party may terminate the Agreement for the provision of the Support Services other than as speci?ed in Clause 8 of the General Conditions

5.2

The provisions of Clause 9 of the General Conditions shall not apply to any agreement for the provision of Support Services

CONSULTANCY SPECIFIC CONDITIONS

1 De?nitions and Interpretation
1.1

In these Specific Conditions:
"CONSULTANCY SERVICES" means the provision of consultancy services relating to the provision supply and installation of software or hardware or any other services as are speci?ed in the Proposal
"GENERAL CONDITIONS" means the general conditions to which these Speci?c Conditions are appended

1.2

Words and expressions used in these Speci?c Conditions shall, unless the context expressly requires otherwise, have the meaning given to them in and shall be interpreted in accordance with the General Conditions.

2 Provision of Consultancy Services
2.1

Docusoft shall provide the Consultancy Services as speci?ed in the Proposal

2.2

Where a request for Consultancy Services by the Customer is in the sole opinion of Docusoft not covered by the Proposal but is a request for additional work then clause 4.1 of the General Conditions shall apply

3 Charges for Consultancy Services

The Customer shall pay to Docusoft the Charges for the provision of Consultancy Services as speci?ed in the Proposal

4 Variation of Conditions

Docusoft may, with the exception of varying Charges, vary its Speci?c Conditions for the provision of Consultancy Services or its General Conditions at any time during the provision of Consultancy Services by giving 60 days written notice ("the Variation Notice") to the Customer of such amended conditions

5 Termination of the Agreement for the provision of Consultancy Services on Notice
5.1

Neither party may terminate the Agreement for the provision of the Consultancy Services other than as speci?ed in Clause 8 of the General Conditions

5.2

The provisions of Clause 9 of the General Conditions shall not apply to any agreement for the provision of Consultancy Services