SaaS

sage Salesforce
Head Office (UK)
City View House
5 Union Street
Manchester - M12 4JD
United Kingdom
Tel: 0845 111 0347

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Terms and Conditions for Supply Software Services

1. Terms These terms and conditions (“the Terms”) apply to and govern any contract between us, Burhani Esolutions Limited, and you, the Customer, for the provision of the Services.


2. Services The Services which we shall provide to you are specified in the Schedule. Any alteration to the scope of the Services shall not be effective unless agreed in writing by the parties prior to the work commencing.


3. Price – As outlined in your contract.

 

4. Delivery
4.1 We will use our reasonable endeavours to abide by dates and/or timescales which we agree with you for delivery or completion of the Services. However any such dates or timescales are estimates only and, if no date or timescale is specified, then delivery or completion (as appropriate) shall take place within a reasonable time.


4.2 In order to provide the Services, we may require information or material from you. You agree to provide any such information or material to us as soon as reasonably practicable following our request to you and we will not be liable where failure or delay on our part is caused by your delay.


4.3 In circumstances beyond our control, such as acts of God, fire, strikes, failure of subcontractors or suppliers to supply material required we would require 20% extra time as grace period to make up for any delays caused due to these circumstances.


4.4 You will be deemed to have accepted the Services at the earlier of your first live use of the Site or the expiry of the seven day period commencing when we advise you that the Services have been completed. In the event that you do not accept that the Services have been completed satisfactorily, whether in whole or in part, we shall use our reasonable endeavours to correct the Services to ensure compliance with this agreement..

 

5. Intellectual Property Rights
5.1 We grant you a non-exclusive licence of the intellectual property rights, including, without limitation, copyright and related rights anywhere in the world, subsisting in the Site for the purposes of your use of the Site. The licence shall subsist for as long as the Site remains live.

 

6. Warranties You agree that any material provided by you for the Services and/or the Site is not obscene, defamatory and does not infringe any law or regulation having effect in the United Kingdom or the intellectual property rights of any third parties.


7. Indemnity You agree to fully indemnify us on demand against all claims, demands, losses, damage, costs or expenses incurred by us as a result of your breach of any provision of this agreement, law or regulation and as a result of any third party legal action or threatened action in relation to material which you have supplied to us or incorporated with Services or through our involvement with you under this agreement.

 

8. Limitation of Liability
8.1 We hereby exclude, to the fullest extent permitted by law, all warranties, conditions and other terms implied by statute or common law.


8.2 Subject to the other provisions of this agreement, our total liability in contract, delict or tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance (or non-performance) of the Services shall be limited to the Price.


8.3 We shall not be liable to you 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 for costs, expenses or other claims for consequential compensation which arise out of or in connection with the Services.


8.4 Nothing in the Contract excludes or limits our liability for death or personal injury caused by our negligence or for its fraudulent misrepresentation.


8.5 The termination of this agreement shall not affect the enforceability of this clause.

 

9. Confidential Information Any information about us or about our products or financial or business information which we may disclose to you, whether directly or indirectly, shall be treated by you as confidential, used only for the purpose of performance of obligations under this agreement and not disclosed save as permitted under this agreement, without limit as to time. Any information in the public domain otherwise than through the default of the other party shall not be deemed confidential under this clause.

 

10. Termination
10.1 This agreement shall continue until either completion of the Services or, where an on-going work commitment is entered into, either party gives the other three months written notice of termination.


10.2 Where one party is in breach of this agreement the other may serve written notice to terminate the Agreement forthwith, save that where the breach can be remedied, 30 days’ notice to remedy shall first be given and, where remedied, such termination will not take effect. Either party may terminate this Agreement forthwith by written notice where the other goes into liquidation or is declared bankrupt or otherwise is unable to pay its debts as they fall due.

 

11. General
11.1 No variation of this agreement will be valid unless agreed in writing by both parties.


11.2 You may not assign this Agreement without our prior written consent. The licence granted under this agreement is personal to you and only for the purposes and/or media set out in this agreement. We may assign this agreement or subcontract any of our obligations under the agreement to any third party.


11.3 This agreement, including any documents referred to in the Schedule, sets out the entire agreement between us.


11.4 If any provision of this Agreement is found to be invalid or unenforceable, this shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect.


11.5 Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of principal and agent or employer and employee.


11.6 The formation, performance and validity and all aspects of the agreement shall be governed by Scottish law and the parties submit to the exclusive jurisdiction of the Scottish courts.


11.7 You shall in no circumstances contact directly or indirectly to our subcontractors without prior written permission from us.