axisfirst Terms & Conditions

1. DEFINITIONS

'Company' means Systems AXIS Limited (trading as Axis First).

'Customer' means the customer of the Company under the Contract.

The 'Contract' is the UserCare Contract between the Company and the Customer to which these terms and conditions relate.

The 'Supported Software' is any or all of the software packages listed at https://axistechnology.co.uk/media/1526/af_it_ucswlist_aw.pdf

The ‘Maintained Equipment' is any or all of the hardware items listed in the contract.

The 'Computer System' is the Customer's computer equipment, including, but not limited to, terminals, printers, workstations and connecting cables, on which the Supported Software is operated.

'Standard Charges' means the charges normally made by the Company from time to time as certified in writing by the Company.

2. TERM

(a) The Term shall commence on the date of this Contract.

(b) The Term shall be an initial period of three months from the date of commencement but continuing thereafter until determined by not less than one month’s prior written notice given by either the Company or the Customer.

3. SERVICES

(a) The Company will use its reasonable endeavours to provide solutions to queries or problems reported in the operation of the Supported Software including the provision of software updates where appropriate as determined by the Company.

(b) The Company will use its reasonable endeavours to respond to emergency maintenance calls to remedy malfunction of the Maintained Equipment.

(c) The Company will treat as strictly confidential any data or other information provided by the Customer so that the Company may carry out its obligations here under.

(d) Save as mentioned below the Company will not be liable to provide any services save between the hours of 8 a.m. and 6 p.m. from Monday to Friday (inclusive) in each week excluding statutory holidays.

(e) If at any time the Company, at the request of the Customer provides such services outside the said hours the Customer shall pay the Company's Standard Charges for such services.

4. PAYMENT

(a) Payments due under this contract shall be payable monthly in advance or by direct debit. If at any time any payment or part of it due under the contract or any other contract with the Company (including any increase as mentioned below) is overdue for more than 7 days the Company shall be entitled to suspend all services hereunder until payment has been made in full.

(b) Payments due under this contract shall be subject to increase or decrease by the Company from time to time as may be reasonably necessary to reflect changes in costs, taxes, duties and impositions of any kind whatsoever payable by the Company. The Company shall give the Customer thirty days prior written notice of any such increase or decrease in the payments due.

(c) The Customer shall also pay V.A.T. (where applicable) or any other similar tax levied in addition to or in substitution for V.A.T. in respect of any payment under this Contract.

5. CUSTOMERS OBLIGATIONS

(a) The Customer shall not maintain, service, repair, adjust or tamper with the Maintained Equipment in any way whatsoever.

(b) The Customer shall not use any software package or tool other than the Supported Software to maintain, alter, adjust or tamper with data or systems primarily maintained by the Supported Software.

(c) The Customer shall make all payments due here under on the due dates.

(d) The Customer shall be obliged to permit the Company to have reasonable physical and remote access to the Maintained Equipment and Supported Software at all times so that the Company may carry out its obligations hereunder.

(e) If at any time the Customer shall be in breach of any of its obligations under this Contract then in addition to all other rights it may have by law, the Company may treat the Customer as having repudiated the same and that upon notice in writing given by the Company to the Customer to that effect this Contract shall be regarded as being at an end but without prejudice to the rights of the Company to claim damages from the Customer in respect of such repudiation and any breach arising prior thereto.

(f) The right of the Company to treat the Contract as repudiated by the Customer shall also apply forthwith and without notice should the Customer become bankrupt or insolvent or make any arrangement or compound with its creditors or should any receiver be appointed in respect of its undertakings or any of its assets or should a judgement be obtained against it and remain unpaid for a period in excess of twenty-eight days.

(g) The Customer shall ensure that the environment and electrical supply conditions suitable for the Maintained Equipment and on which the Supported Software is operated is maintained in accordance with the recommendations of the Company and will keep the equipment clean and in good condition.

(h) The Customer shall keep at least three copies of all software and data on a grandfather father and son basis to minimise the risk of loss from any cause whatsoever.

(i) The Customer shall not move the Maintained Equipment Hardware nor make any addition, modification or adjustment to it without the prior written consent of the Company.

(j) The Customer shall not disclose to any third party, passwords or login credentials relating to any of the Maintained Equipment or Supported Software without the prior written consent of the Company.

6. EXCLUSIONS

(a) The following are specifically excluded from the obligations of the Company under this contract:-

(i) Defects in or an inadequate electrical supply.

(ii) Any hardware, software programs or other items not listed.

(iii) Provision of replacement parts or equipment.

(iv) Repair or recovery of hardware or of software programs or data resulting from accident, transportation, neglect or misuse, failure of electrical power, surge of electrical power, intervention by a third party or any use of the hardware or software which is not ordinary use.

(v) Supplying additional programs, chargeable updates or upgrades, supplies or accessories.

(vi) Making program changes or performing services connected with the entering of data or the installation or removal of programs or software updates.

(vii) Any work required as the result of any breach by the Customer of paragraph 5(h) above.

(viiii) Training of the use of the Maintained Equipment or Supported Software.

(ix) Advice or assistance occasioned by reconfiguration by the customer or by a third party.

(b) If at the request of the Customer the Company carries out or provides any work or item covered by the provisions of subparagraph (a) above, it shall be entitled to make an additional charge to the Customer in accordance with its Standard Charges.

7. LIABILITIES

(a) The Company shall be under no liability for any delay in or failure to perform all or any part if its obligations hereunder if such delay or failure shall be due to Act of God, strikes, lockouts, labour disturbances, statute, order or any regulation of any Government, public, local or other Authority, delays or defaults of suppliers and sub contractors or, without prejudice to the generality of the aforegoing, any other causes beyond the reasonable control of the Company.

(b) Under no circumstances shall the Company be liable for any loss of business or profit or for any consequential loss or damage arising either directly or indirectly as a result of any advice or recommendations made by the Company in pursuance of its obligations hereunder save that the Company will accept liability for direct physical damage to property on the premises where the Maintained Equipment or Supported Software is installed and for injury to persons where such damage or injury is caused by negligence of the Company or its employees.

8. CONTRACT

(a) This Contract embodies the entire agreement between the parties and may be waived amended or supplemented only in writing and executed jointly by the Company and the Customer.

(b) The headings appearing in these conditions are for guidance only and they shall not in any way be deemed to affect or prejudice the interpretation or effect of these conditions.

(c) It is intended that these conditions shall be reasonable as between the Company and the Customer having regard to the nature of the contract but if at any time any of them is either unenforceable or void in law it shall not adversely affect or prejudice the remainder of them or the Contract and it shall be deemed to be excluded from these terms and conditions and (where possible) to be replaced by such other enforceable valid term or condition as shall be as near as may be to the original in both form and effect.

9. ASSIGNMENT AND SUBCONTRACTING

The benefit and obligations of this Contract shall not be as signed or sublet by the Customer without the prior written consent of the Company. The benefit and obligations of this Contract may however be assigned or sublet by the Company providing that it shall remain primarily responsible to the Customer for its obligations here under.

10. LAW

This Contract shall be governed and interpreted in all respects in accordance with the Laws of England and any dispute or difference whatsoever in connection with or arising out of this Contract shall be referred to the Courts of that Country.