Terms and Conditions
This statement was last updated on 20 October 2023 .
1. Software Supply and Licence
Unless specified by a separate contract between B-Plan Information Systems ltd and the customer the following terms and conditions will apply.
1.1. The Customer shall only use the Software Materials for processing Customer data and strictly for its own internal purposes as envisaged by this Agreement only and (unless authorised by B-Plan in writing) shall not permit or attempt to modify, alter, reverse engineer, disassemble or decompile any part of the Software Materials, except as permitted by law. The Customer shall not, without the prior written consent of B-Plan, permit any third party to use the Software Materials (such consent not to be unreasonably withheld). The Customer shall not use the Software to host systems or services as envisaged by this Agreement for any third party. The Customer shall notify B-Plan immediately in writing if the Customer becomes aware of any unauthorised use of the whole or any part of the Software Materials by any person. The Customer shall effect and maintain adequate security measures to safeguard the Software Materials from access or use by any unauthorised person.
1.2. The Customer may make only so many copies of the Software as are reasonably necessary for its operational security and use and it shall maintain an accurate record of all copies made. Such copies and the Media shall be the property of B-Plan and the Customer shall ensure that all such copies clearly bear B-Plan’s proprietary notice. No copies may be made of the Software Documentation without the prior written consent of B-Plan. The Customer will permit B-Plan to check the use of the Software Materials by the Customer and its records in respect of the Software at all reasonable times.
1.3. The Customer may, with the prior written consent of B-Plan, at its sole expense and responsibility, combine the Software with other software and/or data to form a combined work provided that such merger is solely for the purpose of printing or reporting. The Customer shall indemnify B-Plan against any loss, liability and/or costs which result from a claim (threatened or actual) that the use of the Software, in combination with such other software and/or data, infringes the rights of any third party and any services which are required to be provided by B-Plan as a result of such combination shall be deemed to be Additional Services. Upon termination or expiry of this Agreement, the Customer shall, at its own cost, completely remove the Software from such combined work.
1.4. The Customer shall not, without the prior written consent of B-Plan, permit any third party to take responsibility for the normal operation of the Software. If the Customer enters into an arrangement with a third party for the provision such normal operation B-Plan reserves the right to terminate the Agreement by giving three (3) months notice in writing.
1.5. The Customer shall not, without the prior written consent of B-Plan, enter into any arrangements with third party suppliers for the provision of Consultancy & Training services related to the Software supplied as part of this Software Supply Agreement.
1.6. Unless otherwise agreed, purchase orders received from the Customer, subsequent to the date of this Agreement, for further Software will be construed as being governed by the terms of these terms & conditions unless the superseded by contract between the customer and B-Plan.
2. Bespoke Software
2.1. Charges for Bespoke Software shall be based on a specification agreed in writing by B-Plan and the Customer and referred to in the Implementation Services Schedule. If it is found during the course of preparing such a specification that the Customer’s software requirements vary from those envisaged at the previous proposal stage, or the preparation of the specification will be delayed by more than one (1) month by delays in the provision of the information required from the Customer by B-Plan, then B-Plan reserves the right to make, and the Customer shall pay, a reasonable charge to compensate B-Plan for such variation or delay.
2.2. The terms of the licence for use of the Bespoke Software shall be (as far as the context permits) as set out in Clause 5 unless otherwise agreed in writing between B-Plan and the Customer.
3. Software Maintenance
3.1. Subject to the Customer holding a current valid Software Materials Licence and complying with these terms & conditions, B-Plan shall provide Software Maintenance at the Location in respect of the Software, for the period(s) and at the Charges specified in the Software Maintenance Schedule.
3.2. B-Plan agrees to provide the Customer with Software Maintenance including (i) Helpdesk Services for technical advice and the diagnosis and correction of intrinsic errors in the Software Materials and (ii) the development and provision of New Releases. The Customer shall be deemed to have accepted a New Release unless any material reason for non-acceptance is notified in writing to B-Plan within one (1) month of delivery.
3.3. B-Plan shall provide the Helpdesk Services by telephone, internet, post, electronic mail or any other means as may be introduced by B-Plan and as shall be agreed between the parties in respect of a New Release.
3.4. The Helpdesk Services will be available, unless otherwise specified, between 9.00am and 17.30pm (UK Time) Monday to Friday inclusive excluding all UK Bank and other Public holidays.
3.5. For so long as the Customer requires Software Maintenance it shall:
· Not permit anyone other than B-Plan to provide any Software Maintenance;
· Report suspected errors promptly to B-Plan and co-operate in efforts to provide a remedy including making skilled staff and necessary facilities (such as, but not limited to, telecommunications facilities) available to B-Plan free of charge; and
· Following the delivery of corrections or technical improvements, test the same before using the Software as so modified for the processing of live data.
· Provide a B-Plan approved VPN or other means of connection for the purpose of B-Plan providing error diagnosis and correction services remotely.
· Make back-ups of data on the System at reasonable intervals to enable the recovery of such data.
· Use its reasonable endeavours to ensure that a fully trained member of its staff will review the nature of all calls for technical advice prior to placing a problem with B-Plan.
3.6. Software Maintenance shall not include services in respect of:
· Any defects or errors resulting from modifications to the Software Materials by any person other than B-Plan;
· Any version of the Software Materials other than the most recent New Release and the immediately preceding New Release unless otherwise agreed in writing with B-Plan;
· Incorrect or improper use of the Software Materials or operational error where. Any defects or errors caused by the use of the Software Materials on or in relation to hardware or equipment, which is not Approved Equipment.
4. Loss or damage to the Customer’s data
4.1. Unless expressly agreed in writing by B-Plan, Software Maintenance shall not cover the maintenance of Bespoke Software.
4.2. The Customer acknowledges that certain software items specified in the Software Materials have not been produced by B-Plan and that B-Plan is reliant on the availability of source code, technical support and other assistance from the third party suppliers of such items. B-Plan will make reasonable endeavours to (i) obtain such source code, technical support and assistance, and (ii) ensure that Web-based Software contains reasonable security functions. B-Plan will not be responsible for any error or failure by such third party suppliers.
4.3. The Customer shall be solely responsible for all security management, access control and user configuration of the System.
5. Charges and Payment Terms
5.1. The Customer shall pay the charges (together with Value Added Tax thereon at the prevailing rate) to B-Plan within thirty (30) days of the date of invoice unless otherwise specified in the relevant Schedule at the times specified in the Agreement Summary.
5.2. Without prejudice to any right of termination, in the event that any payment due under an agreement is not made on the due date (in the absence of genuine error) B-Plan shall (at its discretion) be entitled to charge interest (both before and after any judgement) on a day to day basis upon the overdue amount at 3% (three per cent) above the base rate from time to time of Lloyds () Bank Plc compounded quarterly.
5.3. Where any payment is overdue (in the absence of genuine error) B-Plan reserves the right to repossess any part of the System and the Customer irrevocably agrees to allow B-Plan to enter upon the premises concerned for such purpose.
5.4. Any annual charges for services provided entirely by B-Plan: increase percentage in line with increases in the average earnings index (all employees) or such other index substituted from time to time by the Office for National Statistics or its successors.
5.5. Annual charges for services provided by third parties: increase percentage in line with increases in the third party list prices.
5.6. B-Plan reserves the right to charge for any software amendment that is necessary as a result of a legislative change which is required at short notice and is not part of the issued product development plan or is a change requested on a regional basis only or is a change that will require a major rewrite of B-Plan software.
5.7. Where goods are shipped to the customer then the cost of providing suitable transport, packaging and insurance etc. will be added to the charges stipulated in the relevant Schedule and the Agreement Summary. Where Services are provided at the location then the cost of providing suitable means of travel, hotel accommodation and subsistence, etc. for B-Plan staff will be added to the charges stipulated in the relevant Schedule and the Agreement Summary.
5.8. B-Plan reserves the right to charge for the provision of any additional services required as a result of the failure by the customer to meet its obligations as set out in the system installation details schedule or customer responsibilities schedule.