LEGALS
General
Visitors to our Web site are required to accept the following terms and conditions in return for the information given about us, our business and the services we provide through our Web site.
Conditions of use
We use our reasonable efforts to include accurate and up to date information on our web pages. Information is for guidance only and is not intended to form any part of a contract and can be subject to change without notice. We shall not be liable for any direct, indirect, incidental, consequential or cumulative losses or damages arising out of the use or inability to use these pages, any errors, misrepresentations or omissions on the material contained on them.
The information on these web pages has been prepared with reasonable care and is believed by us to be legal, honest, decent and truthful as of the date of its preparation.
You agree that the material downloaded or otherwise accessed through the use of our web pages is obtained entirely at your own risk and that you will be entirely responsible for any resulting damage to software or computer systems and/or any resulting loss of data even if we have been advised of the possibility of any such damage.
We do not accept any liability in connection with any third party web sites which may be linked or accessible through our own Web site and we do not endorse or approve the contents of any such site.
In relation to a dispute arising out of this Web site you the user and we, Focus on the solution agree to submit exclusively to the jurisdiction of the courts of England and Wales.
Except where expressly stated to the contrary the text and graphics in the information contained in this Web site is the copyright of Focus on the solution, our partners or our clients. You may download or print out individual selections of these web pages only if explicitly used for your own personal information and not to be publicly reproduced. Permanent copying or storage of whole or part of this Web site or the information contained in it or reproduction or incorporation of any part of it in any other work or publication whether on paper or electronic media or any other form is expressly prohibited.
The entire contents of these web pages remain our property and are copyright with all rights reserved. Your personal information is your personal property and as such we recognise that this places serious responsibilities on us. We have therefore published a separate privacy policy on these web pages. Our omission to exercise any rights under these conditions of use does not constitute a waiver or such right unless expressly accepted by us in writing.
Terms and Conditions – Business
These are the terms and conditions of supply of Focus on the Solution limited in relation to the provision of Software Development Services.
These terms will apply in all circumstances unless otherwise stated.
DEFINITIONS
We shall mean Focus on the solution limited, 71 Howard Street, Union Square, Tyne and Wear. NE30 1AF
Us shall mean Focus on the solution limited, 71 Howard Street, Union Square, Tyne and Wear. NE30 1AF
You shall be the individual or company engaging the services of Focus on the solution limited.
Customer shall be the individual or company engaging the services of Focus on the solution limited
User shall mean an employee of the Customer who exercises a right of access to a copy of the System.
Writing shall include the use of email as an approved method of communication.
Specification means all or any of the following documents: development proposal, cost specification documents, statement of work, quotation or other similar documents supplied to the Customer describing the services to be provided by Focus on the solution.
Acceptance Date means the date on which the Software is accepted by the Customer.
Change Request means a documented request for a change to the Specification or Software or Project Plan or other of the Deliverables made by the Customer or by Focus on the solution limited.
Confidential Information shall include, but not necessarily be limited to, all information which is not publicly known regarding the business, finances, technology, trade secrets, and any other commercially sensitive information of either party regardless of its nature
Deliverables means the software, documentation and services to be delivered by Focus on the solution limited to the Customer in fulfilment of this Agreement as set out in the Specification.
Live Operational Use means the use of the Software in pursuance of the business of the Customer.
Mis-use means use of the Software in a way for which it was not intended to be used according to the Specification.
Payment Schedule means the schedule of payments set out in the Specification.
Planned Acceptance Date means the date specified in the Project Plan on which the Software is intended to be accepted by the Customer in accordance with this Agreement.
Project means the software development, delivery and testing of the Software and the other Deliverables.
Software and/or System means the source programs, compiled object code of the software, scripts and installation programs being developed or customised by Focus on the solution limited for the Customer, as set out in the Specification, including any enhancements and modifications made.
Source Code means software code in human-readable form, including human-readable code compiled to create software or decompiled from software, but excluding interpreted code.
Specified Equipment means the configuration of computer or computers, including operating systems, on which the Software is to function as specified in the Specification.
Standard Working Hours means the hours of 9.00am to 5.30pm UK time Monday through to Friday excluding UK Bank Holidays.
Development Services means the design and development of the Software by Focus on the Solution limited.
Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the party affected (including but not limited to; failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars.
Services means any services that Focus on the solution limited provides to the Customer, or has an obligation to provide to the Customer, under this Agreement.
GENERAL
These Terms and Conditions shall apply to all contracts for the supply of services by Focus on the solution limited to the Customer.
Before commencement of the services Focus on the solution limited shall submit to the customer a proposal and cost speciation document which shall specify the services to be performed and the fees payable.
Focus on the solution limited shall use all reasonable endeavours to complete the services within the estimated time frames.
THE PROJECT
Focus on the solution limited shall provide the Customer with software development services for creating the Software and other deliverables as detailed in the Specification, in accordance with the terms and conditions of this agreement.
It shall be the sole responsibility of the customer to undertake appropriate acceptance testing of the software and deliverables.
The Customer shall accept the Software as soon as practical after acceptance tests have been passed and sign Focus on the solution’s Project acceptance Certificate without undue delay.
If the Customer or any of its appointed agents, contractors or customers under its authority shall commence Live Operational Use of the whole or any part of the Software or any of the deliverables then the Customer shall be deemed to have accepted the Software in its entirety.
If at any time the Customer shall distribute all or part of the Software for commercial use by any of its staff, appointed agents, contractors or customers then the Customer shall be deemed to have accepted the Software in its entirety.
If following one month after the delivery of the Software, there are no unresolved fault reports logged by the Customer in writing with Focus on the solution limited that evidence that the software does not pass the appropriate acceptance tests then the Customer shall be deemed to have accepted the Software in its entirety.
Focus on the solution limited reserve the right to re-use modular coding in other applications.
Focus on the solution limited shall not be responsible under any circumstances for backup and archiving of the Software or any data used by the Software on equipment belonging to or used by the Customer or the Customer’s appointed computing hosting supplier.
SUPPORT
Focus on the solution limited may, in its sole discretion, correct errors in the Software by providing a patch or by releasing a new version for installation by the customer.
Focus on the solution shall be under no obligation to provide fault resolution in respect of: Problems resulting from any modifications or customisation of the Software not authorised in writing by Focus on the solution limited; this includes but not limited to changes to the logical or physical database schema of the software, changes to the computer hardware configuration and hand modified changes to the data within the database, incorrect or unauthorised use of the Software or Misuse of the Software or operator error, any fault in the Specified Equipment or any other computer or network hardware, use of the elements of the Software in any combination other than those specified in any operation instructions supplied by Focus on the solution limited, use of the elements of the Software on platforms (either hardware or software) outside those described within the original or amended Specification.
A single named individual plus one other to cover absences must be identified by the Customer for: Reporting faults to Focus on the solution limited, receiving and implementing any patches or updates to the Software and communicating any required changes to all appropriate users of the Software.
We will not commit to handling faults or answering technical questions from any person other than the named individual within the organisation. Where exceptional circumstances occur, we will endeavour to remain as flexible and helpful as possible.
Faults must be fully described along with the circumstances in which it rose by the Customer in writing. Appropriate supporting information such as screenshots, print outs, error codes and log files as requested by Focus on the solution limited must be supplied to enable Focus on the solution limited to replicate the problem. If required, the Customer shall allow Focus on the solution limited sufficient access to their systems to enable diagnosis of the fault. If following investigation, the fault is deemed not to be associated with an error contained within the supplied Software, Focus on the solution limited reserves the right to recover reasonable costs and expenses incurred during the investigative process from the Customer.
Focus on the solution limited commit to fixing any faults as quickly as possible only.
Focus on the solution limited do not accept any liability due to either loss of data or of working time due to faults within the software.
There must be a clear distinction between any technical faults within the software and any required functionality changes to the software.
Focus on the solution limited may, in its sole discretion, make requested minor changes to the functionality of software at no additional charge to the customer.
We offer support via telephone (landline and mobile), email and via remote access control over the internet. Where site visits are required, we reserve the right to charge an additional fee.
Focus on the solution limited shall respond to calls during Standard Working Hours
DATA PROTECTION
It is the sole responsibility of the Customer to ensure that the Software is not used in any way that infringes data protection legislation at that being. For the avoidance of doubt Focus on the solution limited accepts no responsibility whatsoever for any such infringement or alleged infringement.
COSTS AND PAYMENTS
All costs and payment schedules are to be agreed prior to commencement of the project.
PROJECT COMPLETION
Except where otherwise agreed, on receipt of full and final payment and Focus on the solution’s Project acceptance Certificate being signed and dated by an appropriate member of staff for the Customer, Focus on the solution limited assigns to the Customer ownership of the Intellectual Property Rights in the Software and will provide the unlocked source code for the Software.
In all cases, the copyright and intellectual Property Rights in the Software developed for a Customer, remains with Focus on the solution limited until full and final payment is received and Focus on the solution’s Project acceptance Certificate has been signed and dated by an appropriate member of staff for the Customer.
LIABILITY AND INSURANCE
Focus on the solution limited shall during the term of this Agreement, maintain Public and Products Liability insurance with a minimum limit of liability of £1,000,000 with an insurance company of repute.
Focus on the solution limited shall during the term of this Agreement, maintain Professional Indemnity insurance with a minimum level of cover of £1,000,000 with an insurance company of repute.
Focus on the solution limited shall on request supply copies of the relevant certificates of insurance to the customer.
Save in respect of claims for death or personal injury arising from Focus on the solution limted’s negligence, in no event shall Focus on the solution limited be liable for any damages resulting from loss of or corruption of data or information, loss of goods, use, profits, business, anticipated savings, goodwill or similar losses, nor for any damages that are an indirect or secondary consequence of any act or omission of Focus on the solution limited whether such damages were reasonably foreseeable or actually foreseen.
In no event shall Focus on the solution limited be liable for any damages resulting from the Misuse of the Software
TERMINATION
The Customer may terminate this Agreement and the Project by giving not less than 30 days’ written notice of termination to Focus on the solution limited.
Focus on the solution limited may terminate this Agreement and the Project by giving not less than 30 days’ written notice of termination to the Customer.
Either party may terminate the Agreement and the Project immediately by giving written notice of termination to the other party if: The other party commits any breach of this Agreement and the breach is not remediable; The other party commits a breach of this Agreement and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).
Either party may terminate the Agreement and the Project immediately by giving written notice of termination to the other party if the other party: is dissolved; ceases to conduct all (or substantially all) of its business; is or becomes unable to pay its debts as they fall due; is or becomes insolvent or is declared insolvent; or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors.
Either party may terminate the Agreement and the Project immediately by giving written notice of termination to the other party if: an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement). If the other party is an individual: that other party dies; because of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or that other party is the subject of a bankruptcy petition or order.
Focus on the solution limited may terminate the Agreement and the Project immediately by giving written notice to the Customer if: any amount due to be paid by the Customer to Focus on the solution limited is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and Focus on the solution limited has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause.
EFFECTS OF TERMINATION
Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
Within 30 days following the termination of this Agreement and the Project for any reason: the customer must pay to Focus on the solution limited any charges in respect of Services provided to the Customer before the termination of this Agreement and the Project; and Focus on the solution limited must refund to the Customer any Charges paid by the Customer to Focus on the solution limited in respect of Services that were to be provided to the Customer after the termination of this Agreement; without prejudice to the parties’ other legal rights.
FORCE MAJEURE
Neither Party shall be liable for any delay in meeting, or failure to meet, its obligations under this Agreement due to any cause outside its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage, fire, acts of any government authority, failure of the public electricity supply, strike, lock-out or labour dispute or apprehension thereof (whether or not the settlement of the matter is at the discretion of the Party in question).