SYSTEMS LIMITED (a Company registered
in England Number 2890249) whose registered office is at
Sir Thomas Longley
2. The person, partnership, company or other
undertaking named as the Customer on the Schedule (“Customer”).
3. The terms and conditions detailed in this
document shall apply where no other terms and conditions between the Company
and the Customer have been agreed.
2.1 The Company will use all reasonable endeavours
to deliver the System by delivery dates specified in the Schedule subject
to availability of the requisite goods and/or personnel. However, such
dates and any indications as to the time to be taken by the Company in
effecting delivery or dealing with any other matter are estimates only
and the parties hereby agree that Company will not be liable for a delay
if the same are not met.
2.2 The cost of delivery of the System to
the Premises is included in the total costs for installation, accordingly
the Customer will not incur any additional delivery costs.
2.3 Risk in all elements of the System will
pass to the Customer immediately after unloading from the delivery vehicle.
2.4 Title to the Hardware will not pass to
the Customer until the purchase price of the Hardware has been paid in
full and payment has been made in full to the Company of all other sums
which are due and owing under this Agreement by the Customer to the Company.
2.5 Until title to the Hardware has passed
to the Customer, the Customer will hold the Hardware in a fiduciary capacity
and will not obliterate any identifying mark on the Hardware.
2.6 In the event of non-payment for any part
of the System:-
2.6.1 the Company will have the right to
maintain an action against the Customer for the price of the Hardware
notwithstanding that title to the Hardware has not passed; and
2.6.2 the Company may at any time after payment
for any part of the System has become due enter all or any premises in
the possession of or under the control of the Customer and take possession
of the Hardware and repossess and remove all originals and copies of Software
and manuals and associated documentation. Such right will include the
right to remove and/or erase Software from all magnetic and other storage
media and all computers and other processors and to repossess or take
possession of any storage medium, computer or processor from which Software
cannot be removed or erased.
The Company will not be responsible for any data, which is lost by the Customer as a result of the exercise by the Company of its rights under this clause.
3.1 The Company grants to the Customer a
non-exclusive non-transferable licence to use the Software only in conjunction
with the Operating System on the Hardware in object code form and for
the purposes of its business or as authorised by the Company. The parties
agree that they will enter into a separate Licence Agreement in respect
of the Software.
3.2 The Customer's only right to use the
Software is by virtue of clause 3.1 and the Licence Agreement and the
Customer acknowledges that all intellectual property rights in or relating
to the Software and all related documentation and all parts of the Software
are and will remain the exclusive property of the Company or in the case
of Software licensed to the Company by a third party licensor, the exclusive
property of such licensor.
3.3 The Company warrants to the Customer
that it has the right to grant the Customer the licence and rights hereby
granted in this clause.
3.4 It is a condition of the licence granted
by clause 3.1 that the Customer will not in any way interfere with the
Software or merge the Software with other data, programs or systems.
3.5 The Customer will not copy or reproduce
in any way the whole or a part of the Software in machine or eye readable
form except for one copy of the Software in machine readable form for
back-up purposes only.
The Company will provide training to the
Customer and the Customer’s employees on the use of the Hardware and Software
at an agreed Premises provided that only the number of days training listed
in the Schedule are included in the charges. Any further training required
shall be at the Company’s then current rates when the time charged will
include travel time and reasonable expenses.
4.1 The Customer will:-
4.1.1 allow the Company to install the System
at the Premises;
4.1.2 provide all necessary access to the
Company to enable the Company to comply with its obligations relating
to delivery and installation and any testing required;
4.1.3 promptly provide the Company, on request,
with all information and assistance that the Company may reasonably require;
4.1.4 pay all sums, fees and other charges
due under this Agreement and the Schedule when due;
4.1.5 take all reasonable precautions to
protect the health and safety of the Company's personnel whilst at the
Premises or any other location of the Customer;
4.1.6 allow the Company to enter all the
Customer's premises to enable the Company to fulfil its obligations under
this Agreement; and
4.1.7 sign the Company's delivery acknowledgement
documentation in respect of each element of the System delivered to it.
4.2 The Customer will provide all consumables,
materials and apparatus and all facilities as identified by the Company
as being necessary, for the proper undertaking of the Company's obligations
under this Agreement.
4.3 Pending receipt by the Company of payment
in full for the System the Customer will:-
4.3.1 take good care of the System and keep
the same on the Premises and will follow the Company's instructions on
operating the System;
4.3.2 keep the System clearly identified
as the Company's property;
4.3.3 effect all insurances which a prudent
and careful businessman would take out in respect of the System;
4.3.4 ensure that no part of the System is
repaired moved adjusted or modified without the prior written approval
of the Company or is subjected to unusual physical or electrical stress,
accident, neglect, misuse or other damage;
4.3.5 not use on the Hardware any consumables
which do not meet the Company's specifications;
4.3.6 not sell, charge, create a lien over
or otherwise alienate its rights in the System nor permit or suffer any
of the foregoing to be done.
5.1 The Company will provide such documentation
as it in its reasonable discretion considers necessary for the proper
use of the System.
5.2 Except for up to 10 copies of any user
manual or other such documentation for use in conjunction with the System
or associated training, the Customer may not copy or reproduce in any
way the whole or a part of the user manual or any other documentation
relating to the System which is supplied to the Customer.
The Company will remedy a substantial defect
in materials workmanship or installation in any element of the System
notified to the Company within 90 days of delivery provided that the Company
may instead, at its option, either (1) replace the System or any part
affected; or (2) refund the purchase price thereof in which event the
Customer will return the System or the affected part to the Company. This
guarantee is conditional upon the proper use of the System and does not
cover any part of the System which has been modified without the Company's
consent or which has been subjected to unusual physical or electrical
7.1 Software support will be provided by
the Company to the Customer in accordance with the terms of the Service
Level Agreement attached to this Agreement.
7.2 The Company shall be entitled at any
time, and from time to time, after the expiry of a year after the commencement
date referred to in the Schedule, to increase the support charges to accord
with any change in the Company’s standard scale of charges by giving to
the Customer not less than 30 days prior written notice.
the maximum extent permissible in law, all statutory and other conditions
and warranties implied into this Agreement or relating to the Hardware,
the Software or the installation thereof are hereby excluded.
8.2 The Company's charges are determined
on the basis of the exclusions from and limitations of liability contained
in this Agreement and the Customer agrees that these are reasonable.
8.3 The total liability of the Company to
the Customer in respect of all matters or claims arising under this Agreement
will not exceed the greater of:-
8.3.1 the aggregate monies paid by the Customer
to the Company for the 12 month period ending on the date of the commencement
of such claims; and
8.3.2 the sum of £50,000.00 and the Customer
acknowledges that given the nature of the System no losses exceeding the
limits set out in this clause 8.3 are reasonably foreseeable.
8.4 The Company will in no circumstances
be liable to the Customer for any loss of profits or other consequential
loss including (but without limitation) loss resulting from malfunctions
of the System or loss of any data.
8.5 Notwithstanding anything to the contrary
herein contained including (but without limitation) this clause 8 the
Company's liability to the Customer for:-
8.5.1 death or personal injury resulting
from the negligence of the Company, its employees, agents or sub-contractors;
8.5.2 damage suffered by the Customer as
a result of a breach by the Company of the condition as to title or the
warranty as to quiet possession implied by Section 12 of the Sale of Goods
Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; and
8.5.3 damage for which the Company is liable
to the Customer under Part I of the Consumer Protection Act 1987, will
not be limited save that nothing in this clause 8.5 will confer a right
or remedy upon the Customer to which the Customer would not otherwise
8.6 The Customer will only be entitled to
bring a claim against the Company where the Customer issues legal proceedings
against the Company within the period of 2 years commencing on the date
upon which the Customer ought reasonably to have known of its entitlement
to bring such a claim.
8.7 The provisions of this clause 8 govern
the Company's entire liability (including any liability for the acts and
omissions of its employees, agents or sub-contractors) to the Customer:-
8.7.1 in respect of a breach of its contractual
8.7.2 in respect of a tortuous act or omission
8.7.3 in respect of an action arising out
of a misrepresentation by or on behalf of the Company;
8.7.4 arising in connection with the performance
or contemplated performance of this Agreement.
8.8 The exclusions from and limitations of
liability set out in this clause 8 will be considered severally.
9.1 Upon the happening of a Termination Event
the Company may by notice forthwith terminate the whole of this Agreement.
9.2 The termination of this Agreement will
be without prejudice to the accrued rights and duties of either party.
9.3 Upon the happening of a Termination Event
the Company will be entitled at its option to withhold the supply of any
Hardware and Software to be provided further to this Agreement pending
payment in full by the Customer for all the Hardware and Software which
the Customer has agreed to purchase further to this Agreement or any other
agreement between the Customer and the Company.
9.4 Upon the termination of this Agreement
the Customer will:-
9.4.1 immediately cease to be entitled to
use and cease using the Software;
9.4.2 forthwith return to the Company all
copies (whether authorised or unauthorised) of the Software, associated
documentation and manuals.
9.5 Following termination of this Agreement
the Company may upon demand on any one or more occasions enter all or
any premises in the possession or control of the Customer to ensure that
the Customer has complied with its obligations under clause 9.4.
9.6 All hardware maintenance and software
support contracts between Uniware and the client are on a rolling one
year basis. These can only be cancelled after the first year of the contract
has been completed with not less than 90 days notice.
Neither party shall be liable for any delay
or failure in the performance of its obligations hereunder (save an obligation
in respect of the payment of monies) if such delay or failure is caused
by an event which is not within its reasonable control including (but
without limitation) an event such as a strike, lock-out or other industrial
action or trade dispute (whether or not involving the work force or a
part of the work force of the party otherwise in default).
11.1 Each party shall treat as confidential
all information obtained from the other pursuant to this Agreement and
shall not divulge such information to any person (except to such party's
own employees agents or sub-contractors who need to know the same for
the purposes of fulfilling this Agreement) without the other party's prior
written consent provided that this clause shall not extend to information
which was rightfully in the possession of such party prior to the commencement
of the negotiations leading to this Agreement, which is already public
knowledge or becomes so at a future date (otherwise then as a result of
a breach of this clause) or which is trivial or obvious.
11.2 Each party shall ensure that its employee’s
agents and sub-contractors are aware of and comply with the provisions
of this clause.
11.3 For the avoidance of doubt information
contained or embodied in the Software and information relating to the
structure of the Software shall be treated as confidential information
for the purposes of this clause.
11.4 The foregoing obligations of confidentiality
will survive the termination of this Agreement.
12.1 In respect of the amount payable for
12.1.1 The price will be as indicated in
12.1.2 Of that price the payment amounts,
the payment methods and their frequency will be as per the Schedule.
12.2 The Company reserves the right to charge
interest to the Customer on any overdue amount at the rate of 3% per annum
above the base rate of The Royal Bank of Scotland plc from time to time
such interest to accrue on a daily basis.
12.3 All sums quoted under or further to
this Agreement are exclusive of Value Added Tax and any other similar
tax which will be payable in addition and added at the rate prevailing
as at the date of invoice.
12.4 The Customer will not be entitled to
make a set-off or counter-claim or claim a lien in respect of any monies
owed by the Customer and will pay all amounts due under or further to
this Agreement without making a deduction of any kind.
The Company may in its discretion, make an
improvement, substitution or modification in the specification of any
part of the System
from time to time provided that will not materially prejudice performance
or result in any price increase.
Without the prior consent in writing of the
Company, the Customer will not during the continuance of this Agreement
(or during the period of 180 days commencing on the date of termination
of this Agreement) solicit, procure or attempt to procure the employment
of a person employed by the Company who was directly concerned with the
performance of the Company's obligations under this Agreement during the
year ending on such termination.
15.1 Any demand, notice or other communication
required to be given hereunder will be made in writing addressed to the
recipient at the address set out in this Agreement or such other address
in England as the recipient may designate by notice given in accordance
with clause 15.
15.2 Any notice will be deemed to have been
15.2.1 If delivered by hand, when left at
the proper address for service;
15.2.2 if given or made by prepaid first
class post, two working days after posting; or
15.2.3 If given by facsimile transmission,
at the time of receipt of an error-free transmission code;
16.1 No amendment of this Agreement will
be binding unless it is in writing and signed by a director of the Company
and by an authorised representative of the Customer.
16.2 The failure of either party at any time
to enforce a provision of this Agreement will not be deemed a waiver of
such provision or of any other provision of this Agreement.
16.3 The Company will be entitled to assign
or subcontract all or any part of the benefit and/or delegate the burden
of this Agreement. The Customer may not without the prior written consent
of the Company assign the benefit or delegate the burden of this Agreement
nor assign, sub-licence, charge or otherwise dispose of or grant rights
over or out of the licence hereby granted or the Software.
16.4 The illegality, invalidity or unenforceability
of any clause or part of this Agreement will not affect the legality,
validity or enforceability of the remainder.
16.5 The parties acknowledge that in entering
into this Agreement they have not relied upon any representations other
than those reduced to writing in this Agreement.
16.6 This Agreement and the Schedule set
forth the entire agreement between the parties and supersede all previous
documents, agreements, statements and representations written or oral
relating to the subject matter of this Agreement. The terms and conditions
contained or referred to in this Agreement relating to the supply of the
System will be to the exclusion of any terms and conditions submitted
at any time by the Customer whether printed on or sent with any order
form or otherwise.
16.7 This Agreement shall be governed by
English Law and the parties hereby submit to the exclusive jurisdiction
of the courts of England and Wales.
17.1 In this Agreement:-
Means the items of computer equipment supplied
under this Agreement listed in the Schedule;
Any modifications, alterations to or versions
of software which are prepared and supplied to the Customer either to
meet its specific requirements or by way of update or replacement;
Means any operating system upon which the
remainder of the Software is intended to run as identified by name and
version number in the Schedule;
Means the schedule which forms part of these
Terms and Conditions and which constitutes the front sheet(s) of these
Terms and Conditions;
Means the premises specified in the Schedule;
the computer software licensed to the Customer by the Company under this
Agreement including the software indicated in the Schedule together with
all modifications and any other software supplied from time to time by
the Company to the Customer including all further software and Modifications
(but without prejudice to the Company's right to charge the Customer for
the supply of the same);
means the Hardware and the Software;
means any of the following events:-
22.214.171.124 The Customer fails to pay any monies
due under this Agreement within 14 days of the due date;
126.96.36.199 the Customer breaches any other
term or condition of this Agreement and (in the case of a breach capable
of being remedied) fails to have remedied such breach within 30 days of
a written request by the Company so to do;
188.8.131.52 where the Customer is a company,
it convenes a meeting of its creditors or a proposal is made for a voluntary
arrangement within Part 1 of the Insolvency Act 1986 or if the Customer
is unable to pay its debts within the meaning of Section 123 of the Insolvency
Act 1986 or a trustee, receiver, administrative receiver or a similar
officer is appointed in respect of all or a part of the business or assets
of the Customer or a petition is presented or a meeting convened for the
purpose of considering a resolution for the winding up of the Customer
or for the making of an administration order;
184.108.40.206 (where the Customer is an individual
or partnership) the Customer (or in the case of a partnership any of the
partners) dies or is made bankrupt or is unable to pay its debts within
the meaning of Section 123 of the Insolvency Act 1986 or a proposal is
made for a composition scheme or an arrangement with (or an assignment
for the benefit of) its creditors; or
220.127.116.11 the Customer ceases to carry on
business or threatens so to do.
17.2 Unless otherwise stated, a reference
in this Agreement to a clause is a reference to a clause of this Agreement.
17.3 The headings to the clauses will not
affect the construction of this Agreement.
17.4 Unless the context otherwise requires,
the use of the plural will include the singular and the use of the singular
will include the plural and a reference to the whole will include a reference
to any part.
17.5 References to any gender will include
each and every gender.
17.6 This Agreement shall be governed by
and construed in accordance with the laws of England and the parties irrevocably
agree that the courts of England shall have exclusive jurisdiction to
hear and determine any dispute arising out of this Agreement.
This Policy applies as between you, the User
of this Web Site and Uniware Systems Limited the owner and provider of
this Web Site.
This Policy applies to our use of any and
all Data collected by us in relation to your use of the Web Site and any
Services or Systems therein.
In this Policy the following terms shall
have the following meanings:
Means collectively the
personal information, Payment Information and credentials used by Users
to access Material and / or any communications System on the Web Site;
Means any text, graphics, images, audio,
video, software, data compilations and any other form of information capable
of being stored in a computer that appears on or forms part of this Web
Means a small text file placed on your
computer by Uniware Systems Limited when you visit certain parts of this
Web Site. This allows us to identify recurring visitors and to analyse
their browsing habits within the Web Site. Where e-commerce facilities
are provided, Cookies may be used to store your login details. Further
details are contained in Clause 10.
Means collectively all information that
you submit to the Web Site. This includes, but is not limited to, Account
details and information submitted using any of our Services or Systems;
“Uniware Systems Limited”
Means Uniware Systems Limited,
84/85 Riverside III,
Sir Thomas Longley Road,
means collectively any online facilities,
tools, services or information that Uniware Systems Limited makes available
through the Web Site either now or in the future;
means any online communications infrastructure
that Uniware Systems Limited makes available through the Web Site either
now or in the future. This includes, but is not limited to, web-based
email, message boards, live chat facilities and email links;
“User” / “Users”
Means any third party that accesses the
Web Site and is not employed by Uniware Systems Limited and acting in
the course of their employment;
Means the website that you are currently
using (www.uniware.co.uk and www.cashless.co.uk) and any sub-domains of
this site unless expressly excluded by their own terms and conditions.
Without limitation, any of the following Data may be collected:
2.2 job title;
2.4 company name
2.5 company address
2.6 contact information such as email addresses and telephone
2.7 demographic information such as post code, preferences
2.8 financial information such as credit / debit card numbers;
2.9 IP address (automatically collected);
2.10 web browser type and version (automatically collected);
2.11 operating system (automatically collected);
2.12 a list of URLS starting with a referring site, your
activity on this Web Site, and the site you exit to (automatically collected);
2.13 Cookie information (see clause 10 below).
3.1 Any personal Data you submit will be retained by Uniware Systems
Limited for as long as you use the Services and Systems provided on the
Web Site. Data that you may submit through any communications System that
we may provide may be retained for a longer period of up to Six months.
3.2 Unless we are obliged or permitted by law to do so, and subject
to Clause 4, your Data will not be disclosed to third parties. This does
not include our affiliates.
3.3 All personal Data is stored securely in accordance with the principles
of the Data Protection Act 1998. For more details on security, see clause
3.4 Any or all of the above Data may be required by us from time to
time in order to provide you with the best possible service and experience
when using our Web Site.
Specifically, Data may be used by us for
the following reasons:
3.4.1 internal record keeping;
3.4.2 improvement of our products / services;
3.4.3 transmission by email of promotional materials that may be of
interest to you; applies to Uniware.co.uk only.
3.4.4 contact for market research purposes which may be done using email,
telephone, fax or mail. Such information may be used to customise or update
Web Site, applies to Uniware.co.uk only.
Uniware Systems Limited may, from time
to time, employ the services of other parties for dealing with matters
that may include, but are not limited to, payment handling, delivery of
purchased items, search engine facilities, advertising and marketing.
The providers of such services do not have access to certain personal
Data provided by Users of this Web Site. Any Data used by such parties
is used only to the extent required by them to perform the services that
Uniware Systems Limited requests. Any use for other purposes is strictly
Any Data that is processed by third
parties must be processed within the terms of this Policy and
in accordance with the Data Protection Act 1998.
5.1 Uniware Systems Limited may, from time
to time, expand or reduce its business and this may involve the sale of
certain divisions or the transfer of control of certain divisions to other
parties. Data provided by Users will, where it is relevant to any division
so transferred, be transferred along with that division and the new owner
or newly controlling party will, under the terms of this Policy, be permitted
to use the Data for the purposes for which it was supplied by you.
5.2 In the event that any Data submitted
by Users will be transferred in such a manner, you will be contacted in
advance and informed of the changes. When contacted you will be given
the choice to have your Data deleted or withheld from the new owner or
6.1 Wherever you are required to submit
Data, you will be given options to restrict our use of that Data. This
may include the following:
6.1.1 use of Data for direct marketing
6.1.2 sharing Data with third parties.
7.1 You may access certain areas of the
Web Site without providing any Data at all. However, to use all Services
and Systems available on the Web Site you may be required to submit Account
information or other Data.
7.2 You may restrict your internet browser’s
8.1 You may access your Account at any
time to view or amend the Data. You may need to modify or update your
Data if your circumstances change. Additional Data as to your marketing
preferences may also be stored and you may change this at any time.
8.2 You have the right to ask for a copy
of your personal Data on payment of a small fee.
9.1 Data security is of great importance
to Uniware Systems Limited and to protect your Data we have put in place
suitable physical, electronic and managerial procedures to safeguard and
secure Data collected online.
10.1 Uniware Systems Limited may set and
access Cookies on your computer.
10.2 A Cookie is a small file that resides
on your computer’s hard drive and often contains an anonymous unique identifier
and is accessible only by the web site that placed it there, not any other
10.3 You may delete Cookies, however you
may loose any information that enables you to access the Web Site more
10.4 You can choose to enable or disable
Cookies in your web browser. By default, your browser will accept Cookies,
however this can be altered. For further details please consult the help
menu in your browser. Disabling Cookies may prevent you from using the
full range of Services available on the Web Site.
Uniware Systems Limited reserves the right
or as may be required by law. Any changes will be immediately posted on
the Web Site and you are deemed to have accepted the terms of the Policy
on your first use of the Web Site following the alterations.
Uniware Systems Ltd makes no warranties or
representations of any kind concerning the accuracy or suitability of
the information contained on this web site for any purpose. All such information
is provided "as is" and with specific disclaimer of any warranties
of merchantability, fitness for purpose, title and/or non-infringement.
Uniware makes no warranties or representations of any kind that the services
provided by this web site will be uninterrupted, error-free or that the
web site or the server that hosts the web site are free from viruses or
other forms of harmful computer code. In no event shall Uniware, its employees
or agents be liable for any direct, indirect or consequential damages
resulting from the use of this web site. This exclusion and limitation
only applies to the extent permitted by law and is without prejudice to
any express provisions to the contrary in any written licence or subscription
agreement from Uniware in respect of the use of any online service provided
via this web site.
Links to other web sites are essential for
Uniware and the contents of our associates' web sites have been scrutinised
fully. However, Uniware Limited disclaims any responsibility for the materials
contained in other web sites.
Portions of Uniware allow users to post their
own material. Materials posted by users do not necessarily reflect the
views of Uniware. By posting materials on this site, you represent that
you have all necessary rights in and to such materials and that such materials
will not infringe any personal or proprietary rights of any third parties,
nor will such materials be defamatory, unlawful, threatening, obscene
or otherwise objectionable. Uniware reserves the right, at its sole discretion,
to review, edit or delete any material posted by users, which Uniware
deems defamatory, unlawful, threatening, obscene or otherwise objectionable.
Notwithstanding the foregoing, Uniware expressly disclaims any responsibility
or liability for any material communicated by third parties through this
Uniware Systems is committed to providing accessible web services.
Uniware Systems strives to ensure Uniware Cloud operates to a minimum standard, level 'AA' of the WAI's Web Content Accessibility Guidelines (WCAG 1.0)
Non-W3C formats (Flash, PDF etc.) or multimedia will only be used where they are the most appropriate format for the content in question. Where non-compliant content is provided reasonable effort will be taken to make accessible and equivalent alternatives available.
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