USE QUOTE CALCULATOR
USE QUOTE CALCULATOR
USE QUOTE CALCULATOR
  1. DEFINITIONS
    • Client – the party identified as the Client in this Agreement to whom TownsWeb Archiving Ltd (TWA) may agree to supply products in accordance with these terms and conditions.
    • TWA – TownsWeb Archiving Limited, The Barn, Rothwell Grange Farm, Rothwell Rd, Kettering NN16 8XF, UK or any subsidiary or associated company.
    • PRODUCTS – goods and services including but not limited to document scanning, data entry and indexing services, computer hardware and software provided by TWA to the Client in accordance with these terms and conditions.
    • THIRD PARTY SOFTWARE – all software owned by or licensed to the Client from a third party owner (whether or not supplied by TWA) and which comprises part of the Products.
  2. ORDER ACCEPTANCE
    • All orders placed with TWA by the Client for products shall constitute an offer to TWA, under these terms and conditions, subject to availability of the products and acceptance of the order by a TWA authorised representative.
    • All orders are accepted and Products supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by a TWA authorised representative.
    • It is agreed that these terms and conditions prevail over the Clients terms and conditions of purchase unless the latter terms and conditions are amended by TWA in writing and signed by a TWA authorised representative.
    • The Client will ensure that all copyright of materials has been properly dealt with where appropriate.
    • The Client will ensure that all aspects of the Data Protection Act are dealt with where appropriate.
  3. INDEPENDENT CONTRACTOR
    1. The relationship between the Supplier and Client is that of independent contractor. Neither party as the agent of the other, and neither has any authority to make any contract or make any obligation expressly or implied in the name of the other party, without that party’s prior written consent for express purposes connected with the performance of this Agreement.
  4. DISPATCH
    1. Any time quoted for dispatch is to be treated as an estimate only, but dispatch may be postponed because of conditions beyond TWA reasonable control, and in no event shall TWA be liable for any damages or penalty for delay in dispatch or delivery.
    2. Risk shall pass to the Client at the time the Products are delivered by TWA.
    3. If products have not been received, the Client must notify TWA with seven days of the date of the invoice. If proof of delivery is required, this must be requested within 14 days of the date of the invoice.
  5. CANCELLATION AND RESCHEDULING
    1. Subject to clause 6.2 any request by the Client for cancellation of any order for rescheduling of deliveries will only be considered by TWA if made at least 12 hours before dispatch of the Products, and shall be subject to acceptance by TWA at its sole discretion, and subject to a reasonable administration charge therefore by TWA. The Client hereby agrees to indemnify TWA against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
  6. PRICES
    1. Catalogues, price lists and other advertising literature or material as used by TWA is intended only as an indication as to price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on TWA.
    2. Unless otherwise specified, all prices are given by TWA at the time of the order on an ex-works basis and the Client is liable to pay for carriage costs.
    3. All quoted or listed prices are based on the cost to TWA of supplying the Products to the Client. If before delivery of the Products there occurs any increase in any way of such costs in respect of Products that have not yet been delivered the price payable may be subject to amendment without notice at TWA’ discretion.
    4. Unless otherwise specified, all prices are exclusive of Value Added Tax and any similar taxes. All such taxes are payable by the Client and will be applied in accordance with the UK legislation in force at the tax point date.
    5. Digitisation works: where TWA have provided a Quotation that has been based on figures that the client has provided, then should the supplied figures be less than the actual figures then TWA reserve the right to charge for the additional work on a pro-rata basis.
    6. Digitisation works: where TWA have provided a Quotation that has been based on figures that TWA have counted following a survey of the clients items, then should the figures be greater by more than 10% then TWA reserve the right to charge for the additional work on a pro-rata basis.
  7. PAYMENT TERMS
    1. All business is conducted on a payment before delivery basis unless an approved credit account has been established or an official Purchase Order raised and accepted by TWA.
    2. All goods and services provided by TWA shall be invoiced at the end of each calendar month on the basis of percentage progress achieved to that date or upon completion of a specific workscope for supply – at the discretion of TWA.
    3. Subject always to clause 7.1 above, all invoices shall be paid by the Client within the agreed credit period, which shall not be longer than 30 days from date of invoice.
    4. The Client shall advise disputed invoice amounts within 7 days of invoice date. The notification of a disputed portion of an invoice shall not entitle the Client to withhold payment of undisputed portions of the same invoice.
    5. Interest will be charged on undisputed invoiced amounts remaining unpaid after the agreed credit period has expired. Such interest shall be charged at prevailing bank base rate plus 4.5%.
    6. When all prices, taxes and charges due in respect of the Products and any previously supplied Products have been paid in full, title to hardware Products only shall pass to the Client.
    7. Notwithstanding dispatch and the passing of risk in the Products to the Client pursuant to clause 4, or any other provision of these conditions, the property in hardware Products shall not pass to the Client until TWA has received in cash or cleared funds payment of the price of the products agreed to be sold by TWA to the Client for when payment is then due.
    8. Until such time as the property in the products passes to the Client, the Client shall hold the products as TWA fiduciary agent and bailee, and shall keep the products properly stored, protected, insured and identified as TWA property. Until that time the Client shall be entitled to resell or use the products in the ordinary course of its business.
    9. Until such time as the property in the products passes the Client (and provided the products are still in existence and have not been resold), TWA shall be entitled at any time to require the Client to deliver up the products to TWA. If the Client fails to do so forthwith, TWA shall be entitled at any time to enter upon any premises of the Client or any third party where the products are stored and repossess the products.
    10. The Clients power of sale or right to use such products shall immediately cease if an administrator or an administrative receiver is appointed over all or any part of its assets, or if it is just adjudicated bankrupt, or enters into liquidation whether compulsory or voluntary, or if the Client makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the insolvency act 1986.
    11. On termination of the Clients power of sale or right to use products, the Client will immediately hold the products to order to TWA.
    12. The Client shall not be entitled to pledge or in any way charge by way of security against indebtness for any of the products that remain the property of TWA. If the Client does so, all monies owing by the Client to TWA shall (without prejudice to any other right or remedy of the seller) forthwith become due or payable.
    13. TWA reserves the right to cease supplies of products to the Client at any time. On such cessation of supplies, TWA reserves the right to withdraw any credit facility such that the whole of the Clients account becomes due for payment forthwith.
  8. SPECIFICATION OF PRODUCTS
    1. TWA will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturers specification or technical data, and will not be responsible for any loss or damage resulting for cessation of supply following such variation. TWA will use its reasonable endeavours to advice the Client of any such impending variation when it receives any notice thereof from the manufacturer.
    2. Unless otherwise agreed, the products are supplied in accordance with the manufacturers standard specifications as these may be improved, substituted or modified. TWA reserves the right to increase its quoted or listed price, or to change accordingly in respect of any orders accepted for products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return the products.
    3. TWA will endeavour to ensure that no loss or damage is caused to any Client materials. However, given the age, material, fragility, condition, size and unusual nature of some of the materials being handled and also the fact that TWA cannot provide such a service within a clean room environment, TWA will not be liable in respect of any loss or damage to the Client Materials.
  9. SCANNING AND DATA ENTRY
    1. The Client will take responsibility for ensuring that all copyright matters concerning material for scanning and data entry are dealt with.
    2. The Client will take responsibility for ensuring that they are properly registered with the data protection registrar to use data supplied to TWA, which will enter on their behalf into databases, files or other storage media, which may be assessed by computer.
    3. The approval period for scanning and data entry is 90days from the date of receipt. In the event of the need or rectification the approval period is extended a further 30days for only those parts of the scanning or data entry, which are affected by the rectification.
    4. All Ownership, Copyright and Intellectual property rights (IPR) of images, data and files remain with TWA.
  10. SOFTWARE TERMS-GENERAL
    1. The General software Terms apply to standard software products and custom software development in addition to those specified in the relative sections below.
    2. License Terms for standard software products will be specified in the contract between TWA and the client. This specifies the number of installations, sites, users or concurrent users and the period of validity. Once installed or copied the client is bound by the Licensed Terms.
    3. The licence for use of standard software Products may not be transferred without the prior consent of TWA.
    4. The client must assume responsibility for their own backup and restore processes for their computer systems prior to and during the operation of any software provided to them by TWA.
    5. The client assumes responsibility for protection against virus attack.
    6. The Client assumes responsibility for protection against responsibility for protection against virus attack.
    7. TWA limits its responsibility to the purchase or license costs of any supplied software and will not be responsible for any consequential losses.
    8. All Ownership, Copyright and Intellectual property rights (IPR) of software remain with TWA.
  11. SOFTWARE TERMS-STANDARD SOFTWARE PRODUCT
    1. A standard Software Products is one that has been written by TWA and is of generic application to one or more clients on one or more Projects and has not been developed as a custom software development. This definition does not extend to the data processed by the Standard Software Product.
  12. SOFTWARE TERMS-CUSTOM SOFTWARE DEVELOPMENT
    1. All custom Software Development will be done against a Requirement Specification. The functionality of any Custom Standard Development, whether as a totally new system or as a modification to a Standard Software Product, will be defined by that Requirement Specification.
    2. Requirement Specification
      1. The Requirement Specification, either written and /or as made evident through a prototype of the system, has a 30day period for approval by the client. Thereafter, it shall be deemed to be approved.
      2. During this period changes in requirement specification will have to be agreed between the client and TWA and may result in changes to the delivery date, cost or other functionality.
      3. Changes to the requirement specification have a 15day approval period or the date resulting from the effective 30day approval period whichever is the later. The approval period for unchanged parts of the requirement specification remain at the original 30day period.
      4. After this time changes in the requirement specification will be treated as software modifications and will be liable to incur standard TWA charges for Software Development.
    3. Approval
      1. TWA shall provide a 90day period for system approval from the date of delivery.
      2. Part or phased delivery will extend the 90day period from the date of delivery of the subsequent delivery for those parts of the system unique to the delivery. Features from an earlier delivery will be extended to the same period if they are affected by the delivery.
      3. Rectified faults have a 30-day approval period or the date resulting from the effective 90-day approval period whichever is the later.
      4. During the approval period TWA will rectify any faults in the operation of the software where it is not working according to the agreed requirements specification.
      5. After the approval period has passed, and there are no outstanding faults, the software will be deemed to have been approved.
    4. Support
      1. All work failing outside of the approval period will be liable to incur standard TWA charges for software development and support.
      2. A support agreement will provide for telephone support with a single point of client contact for the use of the software provided by TWA from the date of approval or from the date from which it has been taken out.
      3. Our rate for in-house software development and support valid for a period of one year and applied to the specified project only.
    5. Licensing
      1. Use of the software is restricted to the agreed number of sites and/or users. Licensed use begins when the full payment has been received.
  13. PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
    1. The Client hereby acknowledges that any proprietary rights in any Third Party Software supplied hereunder including but not limited to any title or ownership rights, patent rights, copyright and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner.
    2. The Client hereby acknowledges that it is their sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by TWA (including if so required the execution and return of a Third Party licence). The proprietary owner hereby notifies the Client that failure to comply with such terms and conditions could result in the Client being refused a software licence or having the same revoked. The Client further agrees to indemnify TWA in respect of any cost, charges or expenses incurred by TWA at the suit of a Third Party Software owner as a result of any breach of the Client of such conditions.
    3. No title or ownership of software Products or any Third Party Software licensed to the Client under this agreement is transferred to the Client under any circumstances.
  14. RETURNS
    1. TWA reserves the right to levy an administration charge in respect of any return.
    2. Returns must be made subject to the following:
      1. Prior authority having been obtained from TWA, which will be given at TWA sole discretion.
      2. TWA must be informed of any shipping or packing errors within 3 working days of the invoice.
      3. The goods must be properly packed including all necessary items.
      4. The goods must be in a saleable condition.
      5. The goods are covered by warranty (see section 9).
    3. TWA reserve the right to reject any goods, which do not comply with the conditions set out in clause 8.2.
    4. If TWA nevertheless agrees to accept any goods returned in a non-saleable condition, TWA reserve the right to charge the cost to the Client if bringing the goods up to a saleable condition.
  15. WARRANTY
    1. TWA warrants that it has good title or licence to supply all Products to the Client.
    2. If any part of the hardware Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the Products, PROVIDED THAT no authorisation modifications to the system of which the Products forms part have taken place. TWA is not responsible for the cost of labour of other expenses incurred in repairing or replacing defective or non-conforming parts.
    3. All software products supplied hereunder are supplied “as is” and the sole obligation of TWA in connection with such a supply is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer concerned in the event that any such software Product should fail to conform to it’s product description. PROVIDED ALWAYS THAT the Client notifies TWA of any such non-conformity within 90 days of delivery of the applicable software Product.
    4. If the Products are rejected by the Client as not being in accordance with the Client’s order pursuant to clause 13.2 or 13.3, TWA will only accept the terms of such Products provided that it receives written notification thereof giving detailed reasons for rejection. TWA will not consider any claim for compensation, indemnity or refund until liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company. Under no circumstances shall the involved Products be deducted or set off by the Client until TWA has issued a corresponding credit note.
    5. Except as specifically set out in section 9, TWA disclaim and excludes all other warranties, whether express or implied, by statue or otherwise, including but not limited to the warranties of description, design merchantability and fitness for a particular purpose, or arising from any previous courses of dealing, usage or trade practice.
  16. INDEMNITIES AND LIMITS OF LIABILITY
    1. TWA will indemnify the Client for direct damage to property caused solely by defects in any of the Products or caused solely by negligence of its assigned employees acting within the course of their employment and the scope of their authority. The total liability of TWA under this sub-clause shall be limited to ÂŁ1,000 for any one event or series of connected events.
    2. Except at stated in clauses 14.1 and 14.2 above, TWA disclaims and excludes all liability to the Client in connection with these terms and conditions including the Client’s use of the Products, and in no event shall TWA be liable to the Client for special, indirect or consequential damage including but not limited to loss of profits or arising from loss of data or in connection with the use of the Products. All terms of any nature, express or implied, statutory or otherwise, as to correspondence with any particular description or sample, fitness for purpose or merchantability, are hereby excluded.
    3. The Client shall indemnify and defend TWA and it’s employees in respect of any claims by third parties that are occasioned by or arise from any TWA performance or non-performance pursuant to the instruction of the Client or it’s authorised representative.
  17. TERMINATION FOR CLAUSE
    1. This agreement may be terminated forthwith by notice in writing.
      1. By TWA if the Client fails to pay any sums due hereunder by the due date notwithstanding the previous for late payment in clause 5.1.
      2. If either party fails to perform any of its obligations under this Agreement and such failure continues for a period of 14 days after written notice thereof, by the other party.
      3. If the Client is involved in any legal proceedings concerning it’s solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes arrangement with it’s creditors or petitions for an administration under or has a Receiver or Manager appointed over all or any part of it’s assets or generally becomes unable to pay it’s debts within the meaning of Section 123 of Insolvency Act 1986, then without prejudice to any other rights or remedies available to it, then TWA shall have the right to terminate this Agreement forthwith.
    2. Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law, and shall not affect any accrued rights or liabilities of either party.
  18. EXPORT AND/OR RE-EXPORT LIMITATION
    1. Having regard to the current statutory or other United Kingdom government regulations in force from time to time and, in the case of Products manufactured in the United States of America, to the current export rules and regulations of the United States Department of Commerce in force from time to time, regardless of any disclosure made by the Client to TWA of an ultimate destination for any Products, the Client will not export or re-export directly any Products without first obtaining all such written consents or authorisation as may be required by an applicable government regulation.
  19. CONTRACT
    1. The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction.
    2. No forbearance, delay, or indulgence by either party in enforcing its respective rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any later breach.
    3. The Client agrees not to assign any of its rights herein without prior written consent of TWA.
    4. In the event of any of these terms and conditions, or any part of any of them being judged illegal or unenforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.
    5. Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) where such delay or failure results from force major, act of God, fire, explosion, accident, industrial dispute or any other cause beyond its reasonable control.
    6. Any documents or notices given hereunder by either party to the other must be in writing and may be delivered personally or by recorded delivery or registered post and in the case of post will be deemed to have been given 2 working days after the date of posting. Documents or notices shall be delivered or sent to the addresses of the parties on the first page of this Agreement or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents or notices after the date of this Agreement.
    7. These terms and conditions shall be governed and construed in accordance with English Law.