STANDARD TERMS AND CONDITIONS FOR GOODS AND SERVICES

 

 

  1. Application of Terms and Conditions
    • The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation, specification schedule or accepted order which shall be subject to these Terms and Conditions; and
    • The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

 

  1. Definitions and Interpretation
    • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

 

“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Commencement Date” means the commencement date for the Contract as set out in the quotation / specification schedule / accepted order, or email / written communication;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
“Contract Price” means the price stated in the Contract payable for the Goods;
“Customer” means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Customer’s order and accepted by the Supplier;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Terms and Conditions;
“Month” means a calendar month;
“Services” means the Services to be provided to the Customer as set out in the quotation / specification schedule / accepted order; and
“Supplier” means The Useful Media Company LTD, a company registered in England under 07795173 of 1 Fulmar Close, Southampton, Hampshire, SO168EZ and includes all employees and agents of The Useful Media Company LTD.

 

 

  • Unless the context otherwise requires, each reference in these Terms and Conditions to:
    1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
    2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
    3. “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
    4. a Schedule is a schedule to these Terms and Conditions; and
    5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
    6. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
  • The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
  • Words imparting the singular number shall include the plural and vice versa.
  • References to any gender shall include the other gender.

 

  1. Basis of Sale and Service
    • The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
    • No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
    • Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer by whichever is the earlier of:
      1. the Supplier’s written acceptance;
      2. delivery of the Goods;
      3. provision of the Services; or
      4. the Supplier’s invoice.
    • Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

 

  1. The Goods
    • No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
    • The specification for the Goods shall be that set out in the Supplier’s sales documentation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). The Goods will only be supplied in the minimum units thereof stated in the Supplier’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly
    • Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.
    • The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
    • No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of such cancellation.

 

  1. The Services
    • With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the quotation / specification schedule / accepted order.
    • The Supplier will use reasonable care and skill to perform the Services identified in the quotation / specification schedule / accepted order.
    • The Supplier shall use reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

 

  1. Price
    • The price of the Goods and Services shall be the price listed in the Supplier’s price list, current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by the Supplier and the Customer.
    • Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier’s published price list the price quoted shall be valid for 14 days only or such lesser time as the Supplier may specify.
    • The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
    • Except as otherwise stated under the terms of any quotation / specification schedule / accepted order or in any price list of the Supplier, and unless otherwise agreed in writing between the Customer and the Supplier, all prices are exclusive of the Supplier’s charges for packaging and transport.
    • The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

 

  1. Payment
    • Subject to any special terms agreed in writing between the Customer and the Supplier, The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) upon acceptance of the order upon receipt of an invoice, in accordance with such credit terms as may have been agreed in writing between the Customer and the Supplier in respect of the Contract. Payment shall be made before any goods or services are delivered notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer.  The time for the payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.
    • All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
    • The Supplier is not obliged to accept orders from any customer or buyer who has not supplied the Supplier with references satisfactory to the Supplier. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in writing to the Customer that no further credit will be allowed to the Customer in which event no further goods or services will be delivered or provided to the Customer other than against cash payment and notwithstanding sub-Clause 7.2 of these conditions, all amounts owing by the Customer to the Supplier shall be immediately payable in cash.
    • Oversights and extras are not included and shall be settled immediately in full once identified.

 

  1. Delivery and Performance
    • Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the quotation / specification schedule / accepted order or, if no place of delivery is so specified, by the Customer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Customer that the Goods are ready for collection.
    • The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.
    • If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
    • With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the quotation / specification schedule / accepted order provide the Services expressly identified in the quotation / specification schedule / accepted order.

 

  1. Non-Delivery of Goods and Services
    • If the Supplier fails to deliver the Goods or provide the Services or any of them on the Delivery Date (or Commencement Date, as appropriate) other than for reasons outside the Supplier’s reasonable control or the Customer’s or its carrier’s fault:
      1. if the Supplier delivers the Goods and/or provides the Services at any time thereafter the Supplier shall have no liability in respect of such late delivery; or
      2. if the Customer gives written notice to the Supplier within 28 Business Days after the Delivery Date (or Commencement Date, as appropriate) and the Supplier fails to deliver the Goods and/or Services within 28 Business Days after receiving such notice the Customer may cancel the order and the Supplier’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods or services to those not delivered or provided over the price of the Goods or Services not delivered or provided.

 

 

  1. Risk and Retention of Title
    • Risk of damage to or loss of the Goods shall pass to the Customer at:
      1. in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;
      2. in the case of Goods to be delivered otherwise than at the Supplier’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods; or
      3. in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.
    • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
    • Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.
    • Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
    • The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
    • The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4.
    • The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:
      1. the Customer commits or permits any material breach of his obligations under these Terms and Conditions;
      2. the Customer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
      3. the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
      4. the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

 

  1. Assignment
    • The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
    • The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

 

  1. Defective Goods
    • If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to the Supplier within 14 Business Days of such delivery, the Supplier shall at its option:
      1. replace the defective Goods within 28 Business Days of receiving the Customer’s notice (except in the case of special order items); or
      2. refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as set out above.

  • No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier’s sole discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.
  • The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given verbally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
  • Goods, other than defective Goods returned under sub-Clauses 12.1 or 12.2, returned by the Customer and accepted by the Supplier may be credited to the Customer at the Supplier’s sole discretion and without any obligation on the part of the Supplier.
  • Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  • The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

 

  1. Customer’s Default
    • If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
      1. cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
      2. appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
      3. charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above Bank Of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
    • This condition applies if:
      1. the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
      2. the Customer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
      3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
      4. the Customer ceases, or threatens to cease, to carry on business; or
      5. the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
    • If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

  1. Liability
    • The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
    • All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
    • The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
    • Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
    • The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
    • Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:
      1. for death or personal injury caused by the Supplier’s negligence;
      2. for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
      3. for fraud or fraudulent misrepresentation.
    • Subject to the remaining provisions of this Clause 14:
      1. the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
      2. the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

 

  1. Confidentiality
    • Each Party undertakes that, except as provided by sub-Clause 15.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and 24 months after its termination:
      1. keep confidential all Confidential Information;
      2. not disclose any Confidential Information to any other person;
      3. not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;
      4. not make any copies of, record in any way or part with possession of any Confidential Information; and
      5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 15.1.1 to 15.1.4 above.
    • Either Party may:
      1. disclose any Confidential Information to:
        1. any sub-contractor or supplier of that Party;
        2. any governmental or other authority or regulatory body; or
        3. any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 15.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

  1. use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
  • The provisions of this Clause 15 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.

 

  1. Communications
    • All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
    • Notices shall be deemed to have been duly given:
      1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
      2. when sent, if transmitted by facsimile or e-mail; or
      3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
      4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    • All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

  1. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

 

  1. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

  1. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

 

  1. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

  1. Law and Jurisdiction
    • These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

ENCO Software, UK based support terms and conditions

The following T’s and C’s are specifically for UK based ENCO Software users and are in addition to our standard terms and conditions of sale above.

Software Support Agreement for ENCO Professional Audio Automation and Delivery Software

All Software Maintenance and Support is provided subject to the following Standard Terms and Conditions. These provisions set forth are only obligations of The Useful Media Company Limited (Special Media Projects)and ENCO Systems INC (ENCO) regarding Software Maintenance and Support. For purposes of this Agreement, The Useful Media Company Limited (Special Media Projects)are the UK support agents for ENCO, any reference to ENCO as a company equally relates to The Useful Media Company Limited (Special Media Projects). “You” or “Your” shall refer to the entity entitled to receive Maintenance and Support hereunder.

I. The Useful Media Company Limited (Special Media Projects) SOFTWARE MAINTENANCE SERVICES:

1. Use of The Useful Media Company’s email and telephone support to receive technical assistance and/or general consultation with regard to software You have licensed from ENCO and for which You have elected to receive Support (the “Covered Software”).

2. As they become available, and where applicable ENCO will provide new versions, updates and/ or enhancements to current versions of the Covered Software. Some new versions, updates and/or enhancements may require more advanced or larger capacity equipment and/or third party software. Equipment and software compatibility shall be Your sole responsibility.

3. As they become available, ENCO will provide updates and enhancements to existing documentation.

4. ENCO will take all reasonable steps to correct defects in the Covered Software that are directly attributable to programming if ENCO, in its sole discretion, recognises them as having a materially detrimental effect on the performance of the Covered Software.

5. ENCO will take all reasonable steps to have data anomalies repaired and data loss in the Covered Software directly attributable to programming minimised. This provision is subject to Your performance of scheduled data backups using a prudent method of media rotation.

6. All hardware must meet the minimum requirements as laid out by ENCO Systems INC, available online or by contacting your support agent. Processors including but not limited to Celeron and AMD are not supported by ENCO Systems INC or its agents.

Software Support Terms And Conditions The Useful Media Company Limited : 1 Fulmar Close : Southampton : Hampshire : SO16 8EZ Registered in England and Wales 7795173 Rev 15th November 2017 II. CHARGES

1. The Maintenance period begins on the date shown at the top of this document for the duration shown except in the case of rolling agreements where the support renews at the end of the 12 month anniversary, or as defined by the date of the first support invoice sent.

2. The initial Annual Maintenance fee is based upon The Useful Media Company’s current support list price of the Covered Software. Renewal fees are calculated annually for a 1-year period and may be subject to an inflationary adjustment on the anniversary of the agreement after each 12 month period. If You purchase additional Software or licensed users for such Software, these additions will automatically be subject to Maintenance fees and will be invoiced accordingly. Charges for any partial month of coverage will be prorated on the basis of a thirty (30) day month to coincide with existing Maintenance term.

3. All charges for software support are payable in advance. Failure to give at least ninety (90) days notice of intention not to renew the Maintenance contract at the 12 month anniversary will result in automatic renewal and you will be liable for an additional terms charges. Notwithstanding this, if You fail to pay any invoice within thirty (30) days of the invoice date, The Useful Media Company LTD may withhold services until payment has been received.

4. Charges do not include charges related to third party software programs, which may be required to run the Covered Software. You may be required to pay separately for any upgrades in such third party programs.

5. The Useful Media Company Limited (Special Media Projects) reserves the right to charge late fees on overdue accounts.

6. Entitled support hours are 9am to 5pm Monday to Friday, excluding bank holidays and public holidays. Support outside of these hours, via telephone, email or otherwise will be charged at our standard out of hours support rates of £165 per hour (£235 per hour for on-site out of hours).

7. On-site visits are not included in the support package. On-site visits for supported clients are charged at £165 per hour plus expenses.

Software Support Terms And Conditions The Useful Media Company Limited : 1 Fulmar Close : Southampton : Hampshire : SO16 8EZ Registered in England and Wales 7795173 Rev 15th November 2017 STANDARD TERMS AND CONDITIONS FOR SOFTWARE MAINTENANCE AND SUPPORT FROM THE USEFUL MEDIA COMPANY LIMITED (SPECIAL MEDIA PROJECTS) [REVISION: 15th November 2017 – this document supersedes any other terms and conditions ]

III. EXCLUSIONS FROM ENCO SOFTWARE MAINTENANCE SERVICE

The following is expressly excluded from the terms of this Agreement:

1. Provision, installation and/or support of new versions and/or enhancements to current versions of non-ENCO software. Non-ENCO software includes but shall not be limited to, operating system software, other audio software, word processing, spreadsheet, reporting and/or database software.

2. Installation of updates and enhancements to ENCO software (only at our sole discretion will we carry out updates on your behalf. You will be notified of new releases your system is capable of running via email).

3. Upgrading any hardware, disc space and memory on the system on which You use the Covered Software.

4. If You are using ENCO products that require a common database, You must remain current on Maintenance for all products for as long as the Covered Software is in use in order to assure the integrity of Your Covered Software. Cancellation of Maintenance on any one system may cause incompatibilities with related products, and performance of all Covered Software could be adversely affected.

5. Repair of the Covered Software and data if ENCO determines the failure is related to:

(a) the equipment or supplies You are using.

(b) misuse or neglect of the covered Software including, but not limited to, failure to carry out housekeeping as directed, failure to perform scheduled data backups using a prudent method of media rotation.

(c) anyone other than a member of The Useful Media Company Limited staff making any alteration to the Covered Software or to the system files which may affect the Covered Software.

(d) environmental conditions, including, but not limited to, insufficient, excessive, or irregular electrical power, failure of air conditioning, excessive heat or humidity, flood, water, wind or lightning.

(e) use of the Covered Software for purposes other than those which it was expressly designed.

(f) the relocation or reinstallation of the Covered Software or the hardware on which it is installed.

(g) the use of any software on the system other than the Covered Software.

6. The Useful Media Company Limited reserves the right to charge additional support fees at its standard rates for services performed in connection with reported incidents that are later determined to have been due to user error, hardware or software not supplied or supported by the Useful Media Company. Notwithstanding the foregoing, The Useful Media Company has no obligation to perform support services in connection with issues resulting from hardware or software not supplied by ENCO or The Useful Media Company Limited.

Software Support Terms And Conditions The Useful Media Company Limited : 1 Fulmar Close : Southampton : Hampshire : SO16 8EZ Registered in England and Wales 7795173 Rev 15th November 2017 7. General operation of the software and/or training which is covered in the help/instruction guide available from within the software. We reserve the right to charge a per hour rate of £165 per hour for support, changes or other work already detailed in the ENCO help guide.

8. User level programming, including but no limited to, clock and playlist creation, cut and meta data changes, database management, command cut creation, other user or station programming operations. We reserve the right to charge a per hour rate of £165 per hour for additional programming services, changes or other work already detailed in the ENCO help guide.

IV. SOFTWARE MODIFICATIONS

Any modifications that You make to the Software, including any modifications to any third party licensed software included with or embedded in the Software, will render any Maintenance or Warranty obligations contained in this Agreement null and void. ENCO will not be liable, in any respect, for any such modifications or any errors, losses or damage resulting from such modifications. ENCO has no other responsibilities with respect to Maintenance other than those specified in this Section and will not be responsible for maintaining other than the most current, unaltered release of the Software.

V. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

1. NO WARRANTIES: ENCO AND/OR THE USEFUL MEDIA COMPANY LIMITED DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY YOU IN USING THE SOFTWARE, THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE SOFTWARE IS LICENSED “AS IS” AND THE MAINTENANCE SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. ENCO EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2. LIMITATION OF LIABILITY. IN NO EVENT WILL ENCO AND/OR THE USEFUL MEDIA COMPANY LIMITED BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE DELIVERY OF MAINTENANCE SERVICES OR ANY DELAY IN DELIVERY OF THE MAINTENANCE SERVICES. ENCO’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE RELEVANT SERVICES GIVING RISE TO THE LIABILITY.

Software Support Terms And Conditions The Useful Media Company Limited : 1 Fulmar Close : Southampton : Hampshire : SO16 8EZ Registered in England and Wales 7795173 Rev 15th November 2017 STANDARD THE USEFUL MEDIA COMPANY LIMITED TERMS AND CONDITIONS FOR SOFTWARE MAINTENANCE AND SUPPORT [REVISION: 15th November 2017 – this document supersedes any other terms and conditions ]

VI. GENERAL

1. Delivery of any Software Maintenance service to You by ENCO and/or The Useful media Company Limited is subject to conditions beyond the control of ENCO or its agents, including but not limited to, Acts of God, acts of any public enemy, fire, flood, epidemic or quarantine restrictions, strikes, riots or civil commotion, freight or other embargoes, weather conditions or any failures by ENCO’s subcontractors or suppliers.

2. You may not sub-license, sell, rent, lend or lease any portion of the Covered Software. You may not translate or create derivative works based on the Covered Software.

3. You may cancel Maintenance by giving notice at least 90 days notice in advance of the annual period renewal date (except in cases where an agreement for a 24 month period is in place where such notice date shall be 90 days before the end of the 12 month term). Cancellations will become effective on the renewal date. No credit will be given for partial Maintenance periods. If You allow your Maintenance coverage to lapse, You may purchase telephone and/or email support for currently supported software versions on an as-needed basis. Telephone and/or email support is billed at £165 per hour during UK office hours and £195 per hour at all other times, with a minimum charge of one hour.

4. Reinstatement of lapsed Maintenance will require full payment of Maintenance fees that would have been due from the expiration of the last active Maintenance period through the reinstatement date, plus 15%. Payment of the applicable amount for the current Maintenance period will be due upon reinstatement. This reinstatement policy applies if Maintenance has been cancelled or there is otherwise a lapse in Maintenance coverage, such as for non-payment of fees. Upon reinstatement, You will receive the latest version of the software (that the existing hardware is capable of supporting).

5. At the end of the term shown, the agreement will automatically re-new for a further period of the same length.

6. If You choose not to install the latest version of the Covered Software (or where your hardware can not run the latest version), ENCO and/or The Useful Media Company Limited reserves the right to limit the scope of the Maintenance services provided.

7. ENCO and/or The Useful Media Company limited may end support services, sub-contract or otherwise instruct agents to work on their behalf at any time.

Software Support Terms And Conditions The Useful Media Company Limited : 1 Fulmar Close : Southampton : Hampshire : SO16 8EZ Registered in England and Wales 7795173 Rev 15th November 2017

The Useful Media Company LTD Website terms and conditions

TERMS AND CONDITIONS

 

BACKGROUND:

 

These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use this website, www.usefulmedia.co.uk (“Our Site”).  Please read these Terms and Conditions carefully and ensure that you understand them.  Your agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon your first use of Our Site.  If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our Site immediately.

 

 

  1. Definitions and Interpretation
    1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

 

“Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site; and
“We/Us/Our” means The Useful Media Company LTD

 

 

  1. Information About Us
    1. Our Site, www.usefulmedia.co.uk, is owned and operated by The Useful Media Company LTD
  2. Access to Our Site
    1. Access to Our Site is free of charge.
    2. It is your responsibility to make any and all arrangements necessary in order to access Our Site.
    3. Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

 

  1. Intellectual Property Rights
    1. All Content included on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
    2. Subject to sub-Clauses 4.3 and 4.6 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site unless given express written permission to do so by Us.
    3. You may:
      1. Access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app);
      2. Download Our Site (or any part of it) for caching;
      3. Print one copy of any pages from Our Site;
      4. Download extracts from pages on Our Site; and
      5. Save pages from Our Site for later and/or offline viewing.
    4. Our status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.
    5. You may not use any Content saved or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our Site for general information purposes whether by business users or consumers.
    6. Nothing in these Terms and Conditions limits or excludes the provisions of Chapter III of the Copyrights, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material.

 

  1. Links to Our Site
    1. You may link to Our Site provided that:
      1. You do so in a fair and legal manner;
      2. You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
      3. You do not use any logos or trade marks displayed on Our Site without Our express written permission; and
      4. You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
    2. You may link to any page of Our Site.
    3. Framing or embedding of Our Site on other websites is not permitted without Our express written permission. Please contact us at through our contact form for further information.
    4. You may not link to Our Site from any other site the main content of which contains material that:
      1. is sexually explicit;
      2. is obscene, deliberately offensive, hateful or otherwise inflammatory;
      3. promotes violence;
      4. promotes or assists in any form of unlawful activity;
      5. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
      6. is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
      7. is calculated or is otherwise likely to deceive another person;
      8. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
      9. misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 5.4);
      10. implies any form of affiliation with Us where none exists;
      11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks and database rights) of any other party; or
      12. is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
    5. The content restrictions in sub-Clause 5.4 do not apply to content submitted to sites by other users provided that the primary purpose of the site accords with the provisions of sub-Clause 5.4. You are not, for example, prohibited from posting links on general-purpose social networking sites merely because another user may post such content.  You are, however, prohibited from posting links on websites which focus on or encourage the submission of such content from users.

 

  1. Links to Other Sites

Links to other sites may be included on Our Site.  Unless expressly stated, these sites are not under Our control.  We neither assume nor accept responsibility or liability for the content of third party sites.  The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

 

  1. Disclaimers
    1. Nothing on Our Site constitutes advice on which you should rely. It is provided for general information purposes only.
    2. Insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
    3. We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.

 

  1. Our Liability
    1. To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content included on Our Site.
    2. To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content included on Our Site.
    3. If you are a business user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
    4. We exercise all reasonable skill and care to ensure that Our Site is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Site (including the downloading of any Content from it) or any other site referred to on Our Site.
    5. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
    6. Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

 

  1. Viruses, Malware and Security
    1. We exercise all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.
    2. You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.
    3. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
    4. You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.
    5. You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.
    6. By breaching the provisions of sub-Clauses 9.3 to 9.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them.  Your right to use Our Site will cease immediately in the event of such a breach.

 

  1. Acceptable Usage Policy
    1. You may only use Our Site in a manner that is lawful. Specifically:
      1. you must ensure that you comply fully with any and all local, national or international laws and/or regulations;
      2. you must not use Our Site in any way, or for any purpose, that is unlawful or fraudulent;
      3. you must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and
      4. you must not use Our Site in any way, or for any purpose, that is intended to harm any person or persons in any way.
    2. We reserve the right to suspend or terminate your access to Our Site if you materially breach the provisions of this Clause 10 or any of the other provisions of these Terms and Conditions. Specifically, We may take one or more of the following actions:
      1. suspend, whether temporarily or permanently, your right to access Our Site;
      2. issue you with a written warning;
      3. take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
      4. take further legal action against you as appropriate;
      5. disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or
      6. any other actions which We deem reasonably appropriate (and lawful).
    3. We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms and Conditions.

 

  1. Privacy and Cookies

Use of Our Site is also governed by Our Cookie and Privacy Policies. These policies are incorporated into these Terms and Conditions by this reference.

 

  1. Changes to these Terms and Conditions
    1. We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented. You are therefore advised to check this page from time to time.
    2. In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

 

  1. Contacting Us

To contact Us, please email us using the contact form on this website or using any of the methods provided on Our contact page.

  1. Communications from Us
    1. If We have your contact details, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes and changes to these Terms and Conditions.
    2. We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time.  Any and all marketing emails sent by Us include an unsubscribe link.  If you opt out of receiving emails from Us at any time, it may take up to 14 business days for Us to comply with your request.  During that time, you may continue to receive emails from Us.
    3. For questions or complaints about communications from Us (including, but not limited to marketing emails), please contact Us using the contact form on the website.

 

  1. Data Protection
    1. All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
    2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy and Cookie Policy.
  2. Law and Jurisdiction
    1. These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
    2. If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 16.1 above takes away or reduces your rights as a consumer to rely on those provisions.
    3. If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.
    4. If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England & Wales.