Seagrass Software Limited – Terms and Conditions of Business
These terms shall take precedence over any terms to the contrary and cannot be varied unless expressly agreed in writing.
- Software Specifications
Software is developed according to a requirements specification written either by the Client or by Seagrass but which in either case has to be approved by the Client.
- Payment Terms
Unless a monthly payment scheme has been agreed with the Client, the following terms shall apply. For contacts of less than one thousand pounds in value, full payment will be due thirty days following satisfactory completion of the work undertaken. For contracts over this amount we require that half the contract value be paid in advance and the balance will be due thirty days following satisfactory completion of the work undertaken. Interest at the rate of fifteen percent per annum shall be payable on all accounts not paid in full by their due date. The interest will be added from the invoice date. Should the need arise for Seagrass to instruct a debt recovery agency, or to instigate legal proceedings, the customer will be liable for any costs incurred.
- Delivery and Acceptance
After the software has been installed, configured and tested the Client shall have ten days to review the documentation and test the software to determine whether it complies with the applicable requirements. If during this period the Client reasonably determines that the software and/or documentation fails to comply with said requirements, the Client shall notify Seagrass in writing. This notification should specify the deficiencies and upon receipt Seagrass shall be given thirty days in which to correct the stated deficiencies. The Client shall then have ten days to test and re-evaluate the software and documentation.
If, during this time, the Client reasonably determines that the software and/or documentation still does not comply with the requirements and standards, the Client shall have the option of either:
i) Terminating this agreement.
ii) Granting Seagrass additional opportunities to correct any deficiencies as agreed.
If the Client fails to give Seagrass written notice of any deficiencies during the times above provided, the Client will be deemed to have accepted the Software and Documentation. Upon acceptance by Client, whether by affirmative acceptance or by its failure to object during the above time frames, the Client shall become immediately responsible for payment of the applicable fee. Upon receipt of payment, Seagrass shall immediately deliver to the Client one copy of the completed software in source code format and one copy in object code format on media deemed appropriate by the Client.
- Delays in Completion Dates
Seagrass will take all reasonable steps to adhere to all agreed completion dates, and will inform the Client as soon as is practicable if it anticipates any delays. In the event that any scheduled delivery is inexcusably delayed by more than thirty days, the Client will have the option to declare Seagrass in Default of this agreement. Any such delay will be determined excusable where the delay is caused by forces beyond the reasonable control of Seagrass, including, but not limited to, acts of God, labour disputes or the actions of the Client which prevent Seagrass from reasonably performing its duties here-under.
An excusable delay does not include the failure of Seagrass’s employees or subcontractors to perform duties assigned to them by Seagrass or the failure of Seagrass to obtain required supplies and materials necessary to perform its obligations under this agreement. In the event of an excusable delay, Seagrass will not be in breach of this agreement so long as it immediately notifies the Client of the delay and takes reasonable steps to cure the delay. In this event, the time for performance may be extended for a period of time equal to the duration of the conditions giving rise to the excusable delay.
Upon Acceptance, and where the contract value is of at least five thousand pounds, Seagrass shall provide one full day of training by a member of its staff to a group of the Client’s staff. Additional training, if reasonably requested by the Client, may also be provided.
- Ownership of Software and Documentation
The Client hereby grants to Seagrass a nonexclusive and irrevocable license to use the Software in any manner it sees fit including the right to prepare derivative works based on the Software, to copy and distribute the Software, to sell the Software or other software developed from the Software, or to use of any of its elements or background technology, subject only to the restriction that Seagrass, and all of it’s employees, shall not, for a period of three years after delivery of the completed software system, license, use or sell the Software, or any substantially similar software or derivative works based on the Software, to any individual, business or other entity which is directly engaged in competition with the Client.
For the period and under the conditions below stated, Seagrass warrants that the Software will be free from material programming errors and defects. Seagrass additionally warrants that the Software will be compatible with the Client’s hardware and software as agreed in the statement of requirements. If, during the term of this warranty, the Client reasonably determines that the Software fails to perform as warranted, Seagrass shall promptly repair any defects at no additional cost to Client. The above warranty will last for one year following the Client’s acceptance of the completed system as provided above.
The warranty contained in this agreement will be null and void if the Client fails to substantially maintain and operate the Software according to Seagrass’s instructions or if the Client is otherwise in default of this agreement. These warranties do not apply to defects or errors caused by modification to, or misuse of, the Software by anyone other than Seagrass or parties under the control of Seagrass. Seagrass warrants that it has the right to transfer good and legal title in the Software and Documentation to the Client. Seagrass represents that it will not knowingly infringe upon proprietary rights of any third party in the performance of its obligations under this agreement including the delivery of the Software and Documentation required under this agreement. Seagrass further warrants that the Software and Documentation do not infringe on the copyright, trade secret or trademark rights of any third party.
- Software Maintenance
Seagrass will provide support services not otherwise covered by the above warranty provisions as is reasonably required by the Client at an amount to be agreed with the Client prior to commencement of work. Such support services include, but are not limited to, consultation concerning the operation and utilization of the Software, software error correction, and designing, coding, and implementing program changes and modifications.
Seagrass agrees to treat all information provided by the Client as confidential. Such information includes, but is not limited to, Client’s customer lists, financial information, business plans, and proprietary intellectual property. Said parties shall use all reasonable methods to keep such information confidential and shall not disclose such information except as is necessary either to reasonably carry out the terms of this agreement, is required by law or is otherwise authorized by this agreement. Information which was known by Seagrass without an obligation to keep it confidential or which was developed by or for it, is not considered confidential information under this agreement. If required by the Client and requested in writing, Seagrass agrees to cause any person who is actively involved in it’s business to enter into a separate Confidentiality Agreement incorporating the above terms. Seagrass shall use its best efforts to prevent anyone from violating this confidentiality agreement and shall cooperate with the Client in its enforcement.