GENERAL CONDITIONS

1 Definitions and Interpretation

1.1 In these General Conditions:

CONTRACT the Customer’s Proposal and Docusoft’s acceptance of it under Condition 3 incorporating Docusoft’s these General conditions and any specific conditions
CHARGES the fees, charges and expenses plus VAT, where relevant, for the Services as set out in the Proposal
CUSTOMER the person, firm or company named in the Proposal
DOCUSOFT the supplier of the Services to the Customer
INTELLECTUAL PROPERTY RIGHTS patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world
PREMISES the Customer's premises
PROPOSAL the Proposal for the Services incorporating the Technical Specification
INVOICE the invoice for Services provided to the Customer by Docusoft
SERVICES the services and goods specified in the Proposal
SPECIFIC CONDITIONS the conditions for the type of Services to be provided to which these General Conditions are appended
TECHNICAL SPECIFICATION the technical response provided by the Customer to Docusoft on the technical specification form
VAT value added tax chargeable for the Services under English law for the time being and any similar additional tax
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 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established
1.6 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 Application of Conditions
2.1 These conditions shall
(a) apply to and be incorporated in the Contract;and
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier
3 Effect of Purchase Order
3.1 The Customer's Proposal constitutes an offer by the Customer to purchase the Services specified in it on these conditions; accordingly, the execution and return of the acknowledgement copy of the Proposal by the Supplier, or the Supplier's commencement or execution of work pursuant to the purchase order, shall establish a contract for the supply and purchase of those Services on these conditions. The Customer's standard terms and conditions (if any) attached to, enclosed with, or referred to in, the Proposal shall not govern the Contract.
4 Supply of the Services
4.1 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
4.2 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
5 Charges for Services
Subject to any provisions contained in the Specific Conditions, the Customer agrees to pay the Charges on the following terms:
5.1 The Customer shall pay the Charges at the times and the stages specified in the Proposal or Invoice. A direct debit mandate will be required by Docusoft from the Customer and payment will be by direct debit.
5.2 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
5.3 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
5.4 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
5.5 The Customer shall be liable for and shall indemnify Docusoft against all costs and expenses incurred by Docusoft in respect of any claims, actions or proceedings made or brought against the Customer by Docusoft to obtain payment of Outstanding Charges and Penalties
5.6 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
5.7 Time for payment shall be of the essence of the Contract
6 Additional Services
Any additional work requested by the Customer must be the subject of a new Contract and will be charged at the then going rate in force from time to time by Docusoft
7 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.
8 Customer‘s Obligations
8.1 The Customer shall complete, sign and return the Technical Specification to Docusoft and ensure that all information in it is complete and accurate in all material respects.
8.2 the Customer shall co-operate with Docusoft in all matters relating to the supply of the Services on the Premises and (if necessary) appoint a project manager who shall at all times have the Customer’s authority to contractually bind the Customer on all matters relating to the supply of the Services
8.3 If the Docusoft's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Docusoft confirming such costs, charges and losses to the Customer in writing
8.4 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
8.5 The Customer warrants that the Contract is not conditional upon the Customer obtaining hire purchase leasing or any other similar form of finance for payment of the Services
8.6 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 if otherwise agreed in writing to delay the delivery of Services
9 Intellectual Property Rights
All Intellectual Property Rights and all other rights in the deliverables shall be owned by Docusoft. Docusoft hereby licenses all such rights to the Customer free of charge and on a non-exclusive, non-transferable and worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the deliverables and the Services as is envisaged by the parties. If Docusoft terminates the Contract under condition 10.1, this licence will automatically terminate.
10 Liability
10.1 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 Contract 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 Contract shall not exceed the amount of the Charges for the provision of the Services except as expressly provided in these Conditions
10.2 Docusoft shall not be liable to the Customer or be deemed to be in breach of the Contract 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.
11 Termination
11.1 Either party may terminate an Contract 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
11.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other:
(a) fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) commits any material breach of these conditions and (if capable of remedy) fails to remedy the breach within 15 days after being required by written notice to do so;
(c) 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; or
(d) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
11.3 In the event that the Contract is terminated by Docusoft as per clause 11.2, 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
(a) a proportionate sum for the Services as carried out to the date of termination on the basis of time incurred and materials used and
(b) the net profit which would have been payable to Docusoft if the Contract 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
11.4 The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractor
11.5 The Customer may not terminate the Contract for convenience or for any reason other than defined in clause 11.2 or clause 11.3 or on the notice specified in 11.1 for which time shall be of the essence
12 Cancellation Period
12.1 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
12.2 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
13 Notices
13.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
(b) sent by fax to its main fax number.
13.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service;
(c) if sent by fax, at 9.00 am on the next Business Day after transmission. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution

For the purposes of this condition, “writing” shall not include email.
14 General
14.1 In providing the Services Docusoft is acting as an independent contractor and is not acting as an employee of the Customer
14.2 These Conditions together with the terms set out in the Proposal and the Specific Conditions constitute the entire Contract between the Parties, supersede any previous Contract 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
14.3 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
14.4 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
14.5 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision
14.6 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
14.7 English Law shall apply to the Contract and the Parties agree to submit to the jurisdiction of the English Courts
14.8 It is not intended that any of the terms of the Contract 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 Definitions and Interpretation
1.1 In these Specific Conditions:
GENERAL CONDITIONS the general conditions to which these Specific Conditions are appended
INPUT MATERIAL 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 the substantial completion of the installation specified in the Proposal
DOCUSOFT SOFTWARE Docusoft DMS or software created by Docusoft in connection with the provision of the Software Services
DOCUSOFT SOFTWARE LICENCE the licence Contract for Docusoft Software to be entered into between the Customer and Docusoft
SOFTWARE 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 any third-party software supplied in connection with the provision of the Services " means
THIRD PARTY SOFTWARE LICENCE the licence Contract to be entered into between the Customer and the supplier of Third Party Software relating to the Third-Party Software
1.2 Words and expressions used in these Specific 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 specified 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 non-exclusive 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 Specific 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 Contracts 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 Contracts
5 Confidentiality
Any Input Material or other information provided by the Customer which is so designated by the Customer shall be kept confidential 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 fitness 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 Definitions and Interpretation
1.1 In these Specific Conditions:
ANNUAL PERIOD 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 36 consecutive months commencing on job completion
GENERAL CONDITIONS the general conditions to which these Specific Conditions are appended to
JOB COMPLETION Docusoft DMS or software created by Docusoft in connection with the provision of the Software Services
DOCUSOFT SOFTWARE LICENCE the substantial completion of the installation specified in the Proposal
DOCUSOFT SOFTWARE Docusoft DMS or software created by Docusoft in connection with the provision of the Support Services
SOFTWARE either of the Docusoft Software and Third-Party Software
SUPPORT SERVICES software support or subscription as specified in the Proposal
THIRD PARTY SOFTWARE any Third-party software supplied in connection with the provision of the Support Services
1.2 Words and expressions used in these Specific 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 specified in the Proposal and in accordance with these Specific 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 Contract 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 specified in the Proposal
3.2 The Customer shall pay the Charges for each Annual Period for Support Services on or before the first day of the said Annual Period and thereafter on each anniversary of the first 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 Contract for the provision of Support Services shall continue for a further Contract Term and the Charges specified 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 Specific 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 Contract for the provision of Support Services on Notice
5.1 Neither party may terminate the Contract for the provision of the Support Services other than as specified in Clause 8 of the General Conditions
5.2 The provisions of Clause 9 of the General Conditions shall not apply to any Contract for the provision of Support Services

CONSULTANCY SPECIFIC CONDITIONS

1 Definitions and Interpretation
1.1 In these Specific Conditions:
CONSULTANCY SERVICES the provision of consultancy services relating to the provision supply and installation of software or hardware or any other services as are specified in the Proposal
GENERAL CONDITIONS the general conditions to which these Specific Conditions are appended
1.2 Words and expressions used in these Specific 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 specified 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 specified in the Proposal
4 Variation of Conditions
Docusoft may, with the exception of varying Charges, vary its Specific 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 Contract for the provision of Consultancy Services on Notice
5.1 Neither party may terminate the Contract for the provision of the Consultancy Services other than as specified in Clause 8 of the General Conditions
5.2 The provisions of Clause 9 of the General Conditions shall not apply to any Contract for the provision of Consultancy Services


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