Reference Point Computers Ltd. Terms and Conditions
By using our goods and services, you are agreeing to our terms and conditions.
This document, and the documents to which it refers, define the terms of the agreement by which we provide you with goods and/or services.
For purchase of goods, our terms for supply of goods apply.
For purchase of services, our terms for supply of services apply.
If you are not happy with any of the terms or require any clarification of the terms please contact us. Whilst this is a standard contract, we are happy to consider changes generally or to meet your specific circumstances.
Where we agree a variation to this standard agreement it must be in writing signed by a director, and such changes will take precedence over these terms.
This agreement is written in plain English and should be read as such. This agreement is subject to English law.
We have used the terms we, us, our, RP, Reference Point, etc to mean Reference Point Computers Ltd, and you, your, etc to mean the customer to whom we are providing goods and/or services. We are Reference Point Computers Ltd, a company registered in England number 2800498.
We have tried to make the terms in this agreement general and easy to understand. The terms should be read as a statement of what we intend and read to the full extent that the law permits. If a term is not valid in some context, it should be read to the full extent that it is valid, or possibly only applying to a narrower context which allows it to be valid.
Copyright and Ownership
Once you have paid the monthly license fee, you own a license to use our software for one month. You do not own the software itself. The software is our exclusive property. The software and the documentation including all know-how, concepts, logic and specifications are proprietary products of Reference Point and are protected throughout the world by copyright and other intellectual property rights. No licence, right or interest in Reference Point's logos, or trademarks is granted to you under this agreement and you hereby agree not to remove any product identification or notices of proprietary restrictions. Further, you hereby acknowledge and agree that the right, title and interest in any modifications made by you to the software or documentation is retained by us. If you stop paying your monthly license fee then you must grant us access to the system to turn it off, failure to do so will result in legal action.
Rights and Restrictions
You are permitted to use our software and services for your internal business purpose as long as that purpose does not include, without limitation, medical systems and power generation applications including but not limited to nuclear power applications. The number of users on which you may use the licensed products must not exceed the number of user licences issued by us, in writing.
You are not permitted to:
use any of our software or services for the provision of any service for the benefit of third parties unless you first acquire written permission from us.
modify or translate our software or services in any way without our written permission.
reverse engineer, disassemble or decompile our software or any portion thereof or otherwise attempt to derive or determine the source code or the logic therein except to the extent and for the express purposes authorised by applicable law.
sub-licence, rent, sell, lease, distribute or otherwise transfer the software.
Our software includes confidential information that is secret and valuable to us. You are not entitled to use or disclose that confidential information without our express, written permission.
We understand that ongoing operation of goods and/or services we provide are important to the running of your business but we expect you to understand that such goods and services can fail for a variety of reasons. It is also possible for us to make mistakes. As such we expect you to take whatever precautions or insurances against such failure or mistakes as you see fit, including situations where we may be negligent. We do not accept any liability for consequential losses.
If we are negligent, then we accept that we have liability. We require you to prove we have been negligent in such cases. We require you to demonstrate actual financial losses for your claim (this does not include time wasted by you or any member of your organization). We require you to take all reasonable steps to minimize your losses.
Whilst there are no limits on our liability for death or personal injury due to negligence, we limit our liability for any other demonstrable loss to a refund of the amount paid for the failed goods or services (excluding any of our software modules). In the case of on-going services this is pro-rata for the period (and location if applicable) the service was not adequately provided. In the case of our software modules this is pro-rata support for the period (and location if applicable) of the software failure. In the case of tasks that we perform at your request as part of your support agreement, this is the amount of time taken to perform the task as a pro-rata calculation against your support costs, rounded to the nearest hour and assuming support is provided 24 hours a day, 7 days a week, 364 days of the year. Liability for any other reason is also limited to a refund of the amount paid (pro-rata for ongoing services). If an incident relates to an ongoing service but not a specific time frame, then we limit our liability to the charges you have paid for the related service for a period of 1 day.
You agree that our liability is also limited in respect of any claim you make indirectly or via any third party (such as a bank or insurance company) and agree to indemnify us against any such claim.
It is important to realise what this means. You use our software and services at your own risk. If we make a mistake, the most you can get is your money back for goods or a pro-rata credit against your support costs with us for the amount of time that the negligence occurred (which may only be minutes). This is unlikely to be a lot of compensation and, if this is a problem, you should look at getting your own insurance.
These terms do not affect your statutory rights, and apply to the full extent that the law permits them to within those rights.
All prices quoted are exclusive of VAT which is added to your invoice.
Invoices normally show VAT exclusive unit prices with VAT added to the total at the end. As such the total price for multiple items may differ by a few pence when calculating on the total at the prevailing VAT rate.
Estimates and quotes are not to be taken as an offer in the contractual sense, but are merely an invitation for your to make an offer to purchase goods or services from us, which we may decline for any reason.
Any carriage is charged where applicable. Note that we consider postage or carriage to be a separate service we are providing and as such cannot be cancelled under the distance selling regulations once the item is posted/shipped.
For ongoing services we will issue an invoice periodically (e.g. monthly). You may also receive additional bills for one-off charges, equipment or other services. We normally issue invoices in advance on the first day of the month before the period being billed (for monthly services). For annual services we issue invoices in advance on the first day of the period being billed.
Calendar monthly: Invoices are for the whole month from the 1st of each calendar month.
Annually: Invoices are for the whole period of 12 months from the date of the invoice. Annual invoicing is reserved for the renewal of certain licences and is not available for support billing.
It is important to note that some services are provided on a non-refund basis. i.e. they have no termination notice period, but any period already invoiced must be paid.
Bills may be for a partial period (e.g. 1.5 months) at the start or end of a service. Whole days are considered only, with a part day counting as a whole day. A partial bill considers each day covered to be a proprtion of its month (e.g. days in February are 1/28th or 1/29th of a month). This means that the days in shorter months are charged at a slighty higher than those in longer months.
You are expected to read the invoices and statements we send you and contact us promptly if you believe there is any error.
Each invoice states the payment terms, and you must ensure payment actually reaches us or our bank within the payment terms. This is your responsibility, so you should allow yourself time to re-send payment if it is lost in the post or a card payment is not authorized or other such eventualities.
You must ensure your payment quotes our account reference for you (your customer reference) as quoted on your invoice and statement. This is to be written on the back of cheques sent, or included as a payment reference in any BACS payments. The payment will then be applied in full to the one specified account. Payments will be allocated to the oldest outstanding invoices unless you have disputed any invoice in writing within 7 days of issue.
Some services and tariffs have as a condition of the service that you pay using a specific payment method (e.g. direct debit). If you do not have such a method set up, or stop such a method, and do not reinstate it when asked, then we reserve the right to charge an administration fee for dealing with different payment methods.
Unless we agree otherwise, invoices are due for payment immediately. We allow a grace period of 20 days at our discretion. Credit is not automatic or a right and we may withdraw or change credit terms for future invoices if we wish. If you do not agree to the terms stated on the invoice you must contact us immediately.
Invoices issued for immediate payment must be paid promptly, and arrive no later than 20 days from issue of the invoice. We consider this to be sufficient time for a cheque, BACS transfer or other form of payment even allowing for public holidays, etc.
Clawed back payments
With card payments or Direct Debit payments it is possible for you to claw back the payment at a later date.
There really should be no reason for a clawback. If we have mistakenly taken payment from you, please contact us and we will immediately return the incorrect payment. We are also happy to pay you any bank charges that you have been charged because of the mistake, up to the admin fee we charge (£10.00).
It is also important to note that any returned or clawed back payment is cancelled on your account with us, making it as though the payment was not made at all, and you may become liable for late payment penalties and/or interest, as well as administration fees (see below).
We reserve the right to charge an administration fee for dealing with any payments made by any method other than Direct Debit.
We may charge you an administration fee of £10.00+VAT for the following, on each occasion:-
If you pay by cheque, and the cheque is returned unpaid by the bank. We will also charge you any bank charges which our bankers charge for handling the cheque.
If you pay by card, and later the card payment is clawed back or you attempt to claw back the payment. This applies even if we successfully defend the clawback claim, or the clawback is later returned, as it it to cover the admin work involved in doing so. We will also charge any fee that we are charged by our bank for the claw back.
If you pay by Direct Debit and the payment fails. The exception is where you can show that we should not have tried to take the payment.
If you pay by Direct Debit, and later claw back the payment. If you make an unnecessary payment to us or an overpayment and require us to return it to you. We appreciate mistakes can be made, and will normally only charge this for unusual or repeated occurrences. If the payment involves any special bank charges, such as for a high value or same day transfer, we will also charge these. We may deduct all such charges and fees from the repayment being sent to you.
Advance payment or overpayment
If you send us money that you do not owe us, such as an over payment of a payment when there are no outstanding invoices, then we will hold this as money on your account. You can ask for the credit balance on your account back at any time. We do not pay interest on any credit balance. If we invoice you for any goods and services then we will, at that point in time, apply any credit balance on your account towards paying that invoice. Your credit balance is not considered a pre-payment for future goods or services.
Late payment interest and penalties are charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended. This is a policy in line with The Better Payment Practice Campaign as promoted by H M Revenue & Customs. Note that this includes statutory compensation for late payments between £40 and £100 per late invoice in addition to interest charged at 8% above base lending rates, so it is wise to pay on time. All payments received are applied on account as the date they are received, clearing debts in strict order of due date unless otherwise agreed. Late payment penalties apply to all commercial contracts in the UK, not just us.
If we give you time to pay (credit), we are doing this because we recognize that many businesses have a complex systems for signing off and paying invoices, and that people can be on holiday, or sick, etc. It is not because we wish to operate as a bank and lend money and it should not be used as a means to obtain goods and services when you can't afford them. As such we do not expect you to deliberately wait to the last moment you think you can send payment and still be within terms. If you do, and miss the date even by one day we will not have any sympathy with such a policy and will charge late payment penalties as the law permits.
If you pay by Direct Debit, then we are taking responsibility for collecting the payment within the terms. If we do not try and collect payment within the terms then you are not liable for late payment penalties as a result. However, we are agreeing to try and collect payment once within terms. If we try once, and that collection fails for any reason or is returned by your bank for any reason, it is then your responsibility to ensure payment is made within the terms. We will contact you if a collection fails. It is also important to understand that it takes up to 14 days for a direct debit to be set up - you must allow for this if setting up a direct debit to pay for invoices that will be due before this can be done, and pay any amounts that will be overdue by other means.
Changing these terms
You cannot change these terms and conditions. You cannot assign this agreement to anyone else. We may change the terms and conditions, and any associated rules. We will put the new versions on our web pages. We may also assign the agreement to any other party after giving you one month's notice.
If we make a change of the conditions that is to your detriment, and you wish to terminate the service as a result, then this operates in much the same way as a price increase for an ongoing service. You must notify us that you are terminating because of the change in the first invoice period of service following the change, and we will treat that period as operating under the previous version of these terms. If you do not terminate the contract in the first period after a change, you are considered to have accepted the new terms.
How we communicate
General information, including these terms and conditions, will be made available on our web pages from time to time.
We may use email or letter to communicate changes, including any changes to terms and conditions or policies or other important information. It is your responsibility to check our web pages, or read emails to ensure you are aware of such information.
You may contact us using our published email, fax, telephone or postal information. You are responsible for ensuring any communication actually reaches us, and we consider your communication valid on the date and time it reaches us and not when it was posted or sent. Invoices are normally sent by email to the address you have advised to us for your accounts department. You can change the email address to which they are sent whenever you like by contacting us.
If you go into liquidation, administration, bankrupcy or in anyway stop being liable to pay your outstanding invoices, then we may terminate all services being provided immediately. You are reminded that all goods which have not been paid for in full are ours, and we have the right to collect them from you.
The person(s) dealing with your company (e.g. liquidator) may ask us to continue to provide services. For example, they may want to sell a business as a going concern, or sell assets such as EPoS equipment, or have access to your historical data. If they do, then they will have to pay all outstanding charges for those services and agree to pay ongoing charges in advance.
This also applies if you sell your business as a going concern; the new owners of the business will be responsible for paying any outstanding amounts on products and services and will have to agree to pay for ongoing charges in advance. It is your responsibility to make sure that the purchaser is aware of this and agrees to these terms.
This document describes the terms which cover the purchase of goods by you from us. If buying goods and services at the same time then each is a separate contract. It is in addition to our general terms.
Normally, delivery is by our choice of courier. If you prefer, you can arrange for collection during office hours using your courier. For small items we normally use Royal Mail Special Delivery, and for larger items we will typically use UPS.
If you need delivery by a particular time, then we will attempt to meet that requirement. We do not accept responsibility for delays caused by the courier, or for delays because the address provided by you is incorrect. We will use our best endeavours to meet a specific delivery requirement, but time is not of the essence. We limit our liability for any delay that is caused by us to the charge we have made for the carriage.
Carriage is at your risk. This means it is your loss if the goods are damaged or lost on the way. You can pay for insurance to cover that risk if you wish. Please make this clear when ordering.
You must inspect goods and notify us of any discrepancy or damage within 24 hours of receipt.
All goods are offered subject to availability.
The title in all goods supplied remains with us until fully paid. This means we own the goods (including the licences to use the system) until you have paid us in full.
If the payment is not honoured (e.g. bounced cheque) or otherwise cancelled or reversed at any time then we do not consider the payment to have been made and the goods continue to be our property until good payment is made.
While the goods belong to us you must look after them and retain any packaging. While we own the goods, once payment becomes overdue, you grant us (or our agents) the right to enter your premises and reclaim the goods at any reasonable time. If you sell the goods you must include terms which make it clear that the prospective new owner does not gain ownership (title) until you have paid us and that they must also look after the goods and allow access to reclaim the goods in the same way and have the same conditions on anyone to which they sell the goods.
We try to ensure descriptions we provide are accurate and clear, but manufacturers are constantly making improvements or cosmetic changes. We also describe the purpose for which goods are sold. If you want to use the goods for some other purpose, you must satisfy yourself in advance that the goods will meet that purpose.
There are a number of reasons why goods we have supplied may be unsatisfactory. If goods do not meet the description in some significant way that is to your detriment, or the goods are clearly not fit for the purpose we have described, of if the goods have arrived damaged or faulty (other than due to damage in transit) then we will accept their return for a refund of the price paid for the items affected, providing you notify us within 7 days of receipt.
You must look after the goods before returning them, and ensure they are returned in the condition you received them, with packaging.
If you do not notify us within 7 working days that you wish to return the goods, then you have accepted them.
If goods develop a fault within 1 month, then we will offer to repair or replace at our discretion, but it is your responsibility to return faulty goods to us for repair. Some goods include a manufacturers warranty, and where this would be at least as convenient for you to make use of, we will expect you to make use of such a facility rather than returning goods to us for repair. If a fault develops outside of the 1 month period then you are required to contact the manufacturer directly.
To clarify, with the exception of death or personal injury resulting from our negligence, the full extent of liability that we have to you as a result of any fault in goods we have supplied is for us to repair or replace the goods.
Return of goods is at your expense. If you wish us to collect the goods, we will arrange this and charge you at cost for doing so.
Any goods sent to us for any reason must be collected within 30 days. If not, we reserve the right to either dispose of the goods at your cost or charge you for storage of them.
We consider any charge we make for sending goods to you to be a separate service which we are supplying, subject to cancellation rules for services, which means you cannot cancel postage or courier once we have supplied that service. Specifically, this means we do not refund postage, just the cost of the goods supplied when they are returned.
This document describes the terms which cover the purchase of services by you from us. If buying goods and services at the same time then each is a separate contract. It is in addition to our general terms.
Length of on-going service All of the ongoing services we offer (e.g. technical support) are provided for each period as agreed (typically monthly, but other billing cycles are available) on an automatically renewing basis. You receive an invoice one month before the start of the period and at that point enter into a new contract for supply of the service for the whole period as specified on the invoice. If you do not ask us to terminate service you will enter into a new contract when we invoice you for the next period.
For ongoing services invoiced periodically, each period invoiced is treated as a new contract for supply for the period invoiced, and as such any regulations applicable to contracts only from a certain date will apply to invoices issued after that date.
Starting service, and minimum terms When you order service, we will try and provide it as soon as possible unless you say otherwise. If you need a service provided on a specific date, please make this clear with your order. We will then try to provide the service on that date or as close as possible. Service provision dates cannot be guaranteed and the date is not a formal part of our agreement, so we have no liability if we fail to meet a specific date. You will only be billed for a service from the date it is in fact provided.
Your initial bill for an ongoing service will be for at least 28 days service and may be as much as a whole billing period plus 27 days so as to align with the billing cycle. Even with no other minimum term, if you terminate service during that period there is no refund for the amount billed and so this is effectively a minimum term. Unless otherwise stated our services do not have any other minimum term. For example, if you took a monthly billed service on the 4th of a month your initial bill will be from that date to the end of the following month - i.e. nearly two months service charges. If a minimum term has been agreed and you ask us to terminate before the end of this term then we reserve the right to bill the remainder of the amount that would be billed within the remaining agreed term.
In the case of broadband orders (new or migration) we consider the service we are providing is one of arranging for broadband to be installed and as such that service is provided once we have submitted the necessary orders to our Internet Service Provider (typically Andrews & Arnold Ltd) to connect your line and they have accepted that order from us. Please bear in mind the service may be provided before the point you happen to start using the service.
Changing prices For ongoing services such as support, web hosting, etc, the price for service is fixed at the start of each billing period for the whole of that period. We will notify you of changes to our general prices, and the current prices apply at the time the invoice is issued.
How well the service works (Service Level Agreement) We will ensure, with reasonable skill and care, that the service works as we have said it will. If we expect a problem or have to suspend part of the service for some operational reason, then we will let you know in advance if possible - usually via our web site and/or email. Our support lines are generally open 24 hours a day, 7 days a week for every day excluding Christmas day. Support outside of our office hours (9am, 5.30pm Monday to Friday) is considered emergency support and must only be used in an a genuine emergency. We may close our support lines at any time, for any reason at our discretion for maintenance or for any other reason. We also reserve the right to restrict use of our emergency support if we feel it has been abused or if there are outstanding monies owed to us.
For multi-branch systems and systems that rely on connection to external computers, the Internet is a large network of interconnecting computers managed by different organizations. We cannot be responsible for anything not in our control. We will not refund or compensate you for any break in service or any consequential costs that may arise because the service did not work when you needed it. If the service has failed because of a fault that is within our control we will endeavour to rectify the problem within one working day of being notified of the problem, but if we fail, we will not accept responsibility for the inconvenience caused.
The hosted server SLA is held in a separate document and is available on request.
Restricting, Suspending and Terminating service If you have not paid us within terms or are in breach of any other terms, then we may take steps to restrict, suspend or terminate your service as we see fit. Until your service is terminated, you must still pay the full price for the use of the service as if it was working normally. Restriction of service means that we make some or all parts of the service unavailable. This would normally only be done where the restriction will help reduce the effect of some breach of terms.
Suspension of service means that we stop supporting you. Before resuming service we will normally require you to bring your account fully up to date (pay us). Termination of service means we stop supplying your service completely and, if specified in the terms and conditions of your Support and Licensing agreement, the Reference Point system will no longer be accessiblei and you may not have access to your data. At this point you are no longer liable for further ongoing charges, but must still pay any outstanding invoices.
Liability for use of the Internet We provide a service which allows information to be passed to and from your computer systems. In using the service you must accept that we have no responsibility for the information carried, even if it is held on our servers in transit (for example as email), or is placed on our servers (such as web pages). If you take offence to any information you receive, you should take up the matter with the sender, or choose not to receive the information (e.g. to not visit offending web sites, etc). Wherever practical we will assist you in locating the sender if you require help. We will also co-operate with the police or other authorities in providing information to trace any criminal offence that may be committed via our services.
You must take responsibility for your use of the Internet. If anything you do, or fail to do, results in any liability for us, then you will compensate us completely. This includes any liability for anything you place on any of our servers (e.g. web or email). This includes compensation for all consequential losses, loss of time, loss of reputation, loss of future or expected profits, etc, as well as any fines or consequences imposed on us or our Directors and company officers or staff personally, if we or they are found liable for your actions or inaction.
Who can use the services Unless we have agreed with you specifically, in writing, you cannot resell or provide the service to anyone else not connected with you or your company. You must ensure that any passwords we supply for use with the service are kept confidential, and must notify us immediately if you realize they have been compromised.
In any event, you are responsible for all those that do make use of the service.
Changing the service We have a policy of continuous improvement, and may, from time to time, add, modify or remove parts of the service and software. We will not pay any compensation for such changes even if they require periods of service suspension.
You may be allocated IP addresses for use of the service. These do not belong to you, but our ISP may register your details with IP management authorities (RIPE). We may change your allocated IP addresses for operational reasons and you must make or arrange the necessary changes at your site to accommodate such changes at your cost.
Third party terms In provision of the service you may be bound to terms of third parties. This is because some of the contracts we enter into require us to impose terms on those using the services. In some cases a separate contract is formed between you and a third party - e.g. provision of broadband, where we act simply as an agent in ordering the broadband service.
Termination You can terminate the service in any period at any time, but full payment for the whole period already invoiced remains due without any partial refund. The termination date will be the last day of the month following termination (e.g. if you notify us at any time in March the date upon which the service will cease will be 30th April). Unless otherwise stated our services have no minimum term. Where there is a minimum term you will also be billed for the remainder of that term when you terminate the service. To avoid a further bill ensure we have received a termination notice before the next period is invoiced. We can also opt not to renew your service if we wish, for any reason (i.e. terminate it). For further clarification of the termination rights please refer to your Support Agreement.
We cannot guarantee the date that we will provide a service, especially if it relies on the work of a third party such as Andrews & Arnold Ltd. We will keep trying to provide your service if at all possible until you ask us to cancel the order. If we have still not provided the service by 7 days after the agreed date then we will not make any cancellation charge if you cancel at that point.
If you cancel a service for any other reason then we will make a cancellation charge. This cancellation charge is never more than the charge we would make for terminating service the day after it was provided. For training or on-site engineering this will normally be 50% of the service charge. For support we expect payment of the first period invoiced for the service. If you are considering cancelling the service, please ask us to quote for the cancellation charge that would apply in your case.
Backups You are responsible for ensuring that you have backups of your company data and web site or other data you store on any of our servers, even if we are handling that data for you (e.g. remote backups, websites). In the event of any data being lost or restored from our backups we will notify you as soon as practical (within 2 working days) so that you can check your web site is up to date and upload any necessary files. We are not responsible for data lost for any reason. If you are unhappy with the remote backup service we provide, you have the option not to renew the service in the next period but you must ensure that your data is backed up as we will not accept any liability for lost data.
Firewalls Connecting to the internet, whether by modem, ISDN, or broadband, means that your computer is part of a world-wide network of computers. We will insist that you have a hardware firewall (e.g. a FireBrick which we can provide and configure) to protect you from the internet. It is possible that your computer is providing file shares, or other services on the internet connection which may allow it to be hacked. You are responsible for the security of your computers. If you or any member of your organization has administrator access to your firewall or allows it to be bypassed then we will not be held responsible for any breach of security via the internet. This is particularly important if you have a permanent connection such as broadband.
Disputes If you have a dispute, please contact us. We will always attempt to resolve any dispute before a mediator is required. If you take the matter to a mediator when we have already given a full response that resolves the dispute, and the mediator agrees with us, we will charge you our mediation costs where we are permitted to do so. You should also bear in mind that we can, at any time, chose not to continue providing you with service, just as you can choose not to take service from us (subject to any minimum terms that may apply).
Technical Labour Any quote for engineering work, consultancy, training, or software development is a firm quote for an hourly or daily rate, but an estimate of the time it will take to carry out the work. Should the work look likely to exceed the estimate we will discuss options with you, and you can opt to pay for additional time or stop development at that point. Any work carried out must be paid for at the agreed hourly or daily rate. As stated above we limit liability to the pro-rata amount paid for any work carried out which is unsatisfactory. We reserve the right to charge higher rates for any work you request to be done specifically outside our normal hours (normal hours being 9am - 5.30pm Monday - Friday, not including statutory (bank) holidays).
Software Unless agreed otherwise, in writing, we retain all rights to the software we provide including rights to source code. Your purchase is simply for a licence to make use of the software in accordance with our instructions. As with all software it is impossible to guarantee 100% reliable operation. Any defects notified within a 1 year warranty period will be rectified with reasonable skill, care and speed but no consequential liability can be accepted for any losses due to such a failure. Rectifying a problem may simply mean changing the instructions for use. You must provide us with any remote access and passwords we may require to rectify problems and test changes on your systems. Some systems include third party software which may be subject to its own licence conditions. Any free software which may be included is separate and is not provided as part of any contract with you, and for which no liability can be accepted by us.