Terms and Conditions

In this Agreement:

Reference to the singular includes the plural and vice-versa and reference to a gender includes the other unless the context requires otherwise.

In the event of any conflict between these General Terms and Conditions and any additional terms, the additional terms shall take precedence.

Reynolds and Reynolds shall issue invoices for the Charges which are payable within thirty (30) days of the end of the month within which the invoice was issued.

Payment of all Charges due shall be made by direct debit, BACS or standing order, using such details as are provided by Reynolds and Reynolds from time to time, unless agreed otherwise in writing by Reynolds and Reynolds. Monthly fees are payable in advance of the period to which they relate. Time of payment is of the essence of this Agreement.

All amounts due under this Agreement are exclusive of Value Added Tax and other taxes and duties, all of which shall be paid by the Customer at the prevailing rate.

Late payments shall bear interest at the rate of 1.5% per month, from the due date of payment (whether before or after any judgment) until the actual date of payment.

The Charges in respect of any Services exclude travelling, accommodation or subsistence expenses and any other expenses incurred in the supply of the Services all of which shall be separately invoiced to and paid by the Customer.

If Reynolds and Reynolds provides any consultancy, advice, support, work or other services in addition to or in excess of the Services, or if any Services are provided outside Business Hours, then such services shall be provided at Reynolds and Reynolds's then prevailing rates.

If Reynolds and Reynolds shall be prevented or delayed from performing any of its obligations under this Agreement by reason of any act or omission of the Customer:

If the Customer fails to make any payment on the due date, Reynolds and Reynolds may suspend performance of its obligations under this Agreement and shall be entitled to suspend any Services until payment in full is made to Reynolds and Reynolds of the sum or sums in question. The Customer shall not be entitled to any refund or credit in relation to any period during which Reynolds and Reynolds suspends any Services.

If Reynolds and Reynolds's list price for any Product at the date of its delivery has increased, Reynolds and Reynolds reserves the right to modify the price or charges for such Product so that it accords with Reynolds and Reynolds's list price in force at the time of delivery.

Charges for parts, components and materials and for stationery and other operating supplies and accessories are separately payable by the Customer.

Reynolds and Reynolds updates all Charges annually on January 1. Reynolds and Reynolds shall be entitled to increase the Charges by giving the Customer one (1) month's prior written notice.

Any credit held by Reynolds and Reynolds prior to completion of this Agreement may be held by Reynolds and Reynolds against future Charges under this Agreement.

The Customer shall:-

Until twelve (12) months after completion or termination of any Services provided by Reynolds and Reynolds the Customer shall not solicit the employment or services of any employee of Reynolds and Reynolds who has been working in connection with those Services.

Risk of loss and damage to the Equipment and the Software shall pass to the Customer on delivery of the particular Product to the Site.

With effect from the date on which risk passes to the Customer until title to the Equipment passes to the Customer, the Customer shall insure the Equipment and the Software for their full replacement value.

Title to the Equipment shall not pass to the Customer until the date that the aggregate price for all the Equipment and Value Added Tax thereon has been paid in full to Reynolds and Reynolds. At any time until the date the aggregate price for all the Equipment and Value Added Tax thereon has been paid in full to Reynolds and Reynolds, Reynolds and Reynolds shall be entitled to enter and have access to any premises of the Customer and remove the Equipment.

The Customer shall hold Reynolds and Reynolds’s Confidential Information in confidence and not use the same other than to perform its obligations under or enjoy the benefit of this Agreement. "Confidential Information" includes the Software (including any Documentation, its source code and object code), any information identified as proprietary and/or confidential and/or any information which ought reasonably to be considered to be of a confidential nature.

The Customer shall divulge Confidential Information only to those of its own employees who need to know the same to enable the proper performance of this Agreement.

The Customer shall ensure that the persons mentioned in clause 7.2 are made aware, prior to the disclosure of any Confidential Information, that the same is confidential and that they owe a duty of confidence to Reynolds and Reynolds in respect thereof.

The Customer indemnifies and shall keep indemnified Reynolds and Reynolds against any and all damages, losses, costs and/or expenses incurred or suffered by Reynolds and Reynolds (directly or indirectly) as a result the Customer failing to comply with this clause 7.

The obligations to maintain confidentiality set out in this clause 7 shall not apply to information which:

The Customer is solely responsible for taking all necessary action (including establishing appropriate systems and telecommunications facilities to the extent required and as set out in any Documentation) to allow it to access and use the Products.

The Customer acknowledges and agrees that Reynolds and Reynolds may monitor the Products and their use (including any information held therein or submitted thereto by or on behalf of the Customer), inter alia to allow Reynolds and Reynolds to maintain, support and improve the Products and to verify the Customer’s compliance with this Agreement. In pursuance of the foregoing, Reynolds and Reynolds may disclose information to its service providers and consultants.

Reynolds and Reynolds shall use reasonable endeavours to retain as secure and confidential any confidential information held by it, however no warranty or guarantee is given by Reynolds and Reynolds in this respect. The Customer acknowledges that transmission of information via the internet is inherently insecure. Nothing in this agreement, however, shall prevent Reynolds and Reynolds from disclosing any information where required by applicable law, or to protect the rights, property or safety of others. In addition, Reynolds and Reynolds may disclose information where reasonably required in connection with the sale or potential sale of its business (or part thereof). Further, Reynolds and Reynolds may refer in its marketing, promotional and advertising activities to the fact that it has provided or is providing Products to the Customer.

In the event that Reynolds and Reynolds comes into possession of any personal data pursuant to the operation of this Agreement, except as expressly stated hereunder, Reynolds and Reynolds shall act as a data processor in respect of that personal data on behalf of the Customer, and the Customer shall be the data controller in respect of that personal data.

The Customer acknowledges and agrees that Reynolds and Reynolds may retain personal data concerning the Customer and its employees with whom it has dealt, to market to the Customer any software or services that may be of interest to the Customer.

The Customer acknowledges that Reynolds and Reynolds may store personal data on behalf of or concerning the Customer outside the European Economic Area.

The Customer undertakes to obtain and maintain all licences, permissions and consents necessary or advisable for it to use the Software, and/or to submit information through the Software, and to allow Reynolds and Reynolds to deal in or with that information pursuant to this Agreement. Without prejudice to the generality of the foregoing, the Customer shall obtain and maintain any necessary consents to allow Reynolds and Reynolds to process any personal data on behalf of or concerning the Customer, as may be required pursuant to the operation of this Agreement.

For the purposes of this clause 8, “process”, “personal data”, “data controller” and “data processor” shall be construed and interpreted in accordance with the Data Protection Act 1998.

Reynolds and Reynolds does not seek to limit or exclude liability for death or for personal injuries arising from the negligent conduct of Reynolds and Reynolds or its employees.

Reynolds and Reynolds's liability to the Customer for loss or damage caused by Reynolds and Reynolds's negligence or breach of contract shall be limited to damage to property (other than program-carrying media, records, data, programs, goodwill or other intangible property for which Reynolds and Reynolds shall not be liable). Liability for such damage shall be limited to the lower of an amount equal to the total sums paid by the Customer to Reynolds and Reynolds under this Agreement or £50,000.

Reynolds and Reynolds shall not be liable in respect of any misrepresentation (unless such misrepresentation is fraudulent), breach of any implied or express warranty or condition, breach of any other term or be otherwise liable in contract, tort or otherwise for indirect or consequential loss, loss of revenue, loss of profits, loss of business, contracts or goodwill, loss of, damage to or corruption of data or loss of the use of any equipment or process or loss of operational time howsoever caused and of whatsoever nature suffered or incurred by the Customer or any third party which arises out of or in connection with the provision of any Products or otherwise under this Agreement.

Subject to Clauses 9.1, 9.2 and 9.3 of this Section A, Reynolds and Reynolds's total liability arising out of or in connection with any Product, in the event that any limitation or provision in this Agreement be held to be invalid and Reynolds and Reynolds becomes liable for loss or damage that would otherwise have been excluded under this Agreement, shall in any event be limited to the greater of the amount paid by the Customer to Reynolds and Reynolds under this Agreement for the particular Product or the sum of £50,000 for each event or series of connected events.

The Customer agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the terms thereof have been calculated on the basis of the limitations and exclusions in this Clause 9 and that the Customer will effect such insurance as is suitable having regard to its particular circumstances and the terms of this Agreement.

If any hardware or software of the Customer which has not been supplied by Reynolds and Reynolds under this Agreement is found to be incompatible with any Products, such incompatible hardware or software of the Customer must be replaced at the cost and expense of the Customer before the Products are installed by Reynolds and Reynolds.

The Customer shall indemnify Reynolds and Reynolds fully against all losses, claims, damages, costs and expenses which Reynolds and Reynolds incurs as a result of work done in accordance with instructions supplied by the Customer or the use by Reynolds and Reynolds of any information, data or material supplied by the Customer for the purpose of enabling Reynolds and Reynolds to perform its obligations under this Agreement which in either case infringes the intellectual property rights of any third party.

This Agreement may be terminated:

Any termination of this Agreement pursuant to this Clause 10 shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination. The provisions of Clauses 4.2, 6 and 7 of Section A shall survive the expiry or termination of this Agreement.

On expiry, surrender or other termination of this Agreement, however such termination may arise, the Customer shall cease to load, store, copy or use any of the Software and the Documentation. At Reynolds and Reynolds's option, the Customer shall at the Customer's expense either return the Software and Documentation to Reynolds and Reynolds or shall destroy the Software and Documentation and deliver to Reynolds and Reynolds a certificate of comprehensive destruction. This requirement shall apply to copies of the Software and Documentation in all forms, partial and complete, on all types of media and computer memory and whether or not modified and merged into other materials.

In the case of termination by Reynolds and Reynolds, Reynolds and Reynolds shall be entitled to enter any of the Customer's premises and recover any Equipment, Software and materials which are the property of Reynolds and Reynolds or its licensors, agents or contractors and also be paid at its prevailing rates for any work carried out by it prior to such termination.

In the event of the Customer cancelling the whole or any part of this Agreement, without prejudice to Reynolds and Reynolds's other rights or remedies, Reynolds and Reynolds may declare all amounts due and to become due, for the remainder of the term of this Agreement, immediately due and payable and Reynolds and Reynolds shall hold any deposit paid by the Customer against such amounts.

The Customer and Reynolds and Reynolds shall use reasonable endeavours to resolve any dispute arising between them with reference to this Agreement, first, by negotiations in good faith between the parties; and, then, if negotiation is unsuccessful, by arbitration.

(a) Sub-clause 11.1 does not apply to any proceedings commenced by Reynolds and Reynolds with respect to the collection of any debt owed by the Customer to Reynolds and Reynolds, which debt has not been disputed in writing with specificity within thirty (30) days of the invoice date. (b) Notwithstanding the provisions relating to compulsory arbitration, Reynolds and Reynolds may commence such proceedings as are reasonably necessary to preserve its rights and protect its assets and may seek such relief, including, without limitation freezing injunctions and search orders.

The Customer shall be solely responsible for all acts and omissions of all Users, as acts and omissions made by the Customer.

The Customer will not cause or permit the reverse engineering, disassembly, de-compilation, translation or adaptation of the Software;

take all reasonable steps to prevent misuse (including unauthorised copying) of the Software;

retain full records evidencing its use of, and interaction with the Software, including names of all Users, and provide access thereto on request by Reynolds and Reynolds;

properly train its staff in the operation of the Software.

not seek to replicate the Software, or create any software which performs the same or substantially similar functions as the Software, in an effort to circumvent the need to retain the Licence;

The Customer may not translate, adapt, arrange, or alter the Software or any parts of it in any way for any purpose including without limitation, for error correction;

The Customer will at the termination of the Agreement comply with Clause 10.3 of Section A;

The Customer shall only use the Documentation and media in support of the authorised use of the Software;

The Customer shall not enhance or vary any part of the Software nor procure or permit the whole or any part of the Software to be incorporated in any other software;

The Customer undertakes to notify Reynolds and Reynolds immediately on becoming aware of any unauthorised use of the Software by any person.

The Customer shall not make any copies of the Software or Documentation.

The Customer shall not remove or modify any trademark references or copyright notices on or in the Software or the Documentation.

The Customer will ensure that adequate back-up plans, restart procedures, checks for accuracy and security of data together with other necessary procedures and controls are provided to meet the Customer's requirements and its obligations under this Agreement.

The Customer acknowledges that Reynolds and Reynolds has no obligation to provide source code access to the Customer for any Software.

The Customer understands that the Software contains confidential and proprietary information and material, and agrees that except in accordance with an express written authority signed by an authorised signatory of Reynolds and Reynolds and/or the third party software provider (where relevant), it will not provide to, use on behalf of or for the benefit of, grant access to, or otherwise make any of the Software available for any reason to any third party.

The Customer will ensure that all of its employees, representatives, agents and sub-contractors are advised that the Software contains confidential and proprietary information and material and that all rights therein and thereto vest absolutely in Reynolds and Reynolds and its licensors, and that the Customer has only a limited right to use the Software in accordance with this Agreement.

The Customer will ensure that at all times its employees, representatives, agents and sub-contractors comply with all of the terms and conditions of this Agreement as if they were signatories hereto in place of the Customer.

Recognising that the Software has significant commercial value to Reynolds and Reynolds, the Customer indemnifies and shall keep Reynolds and Reynolds indemnified in respect of any and all damages, losses, costs and/or expenses incurred or suffered by Reynolds and Reynolds (directly or indirectly) as a result of the unauthorised use of the Software by any third party resulting from it having been made available to the Customer, whether through misuse of the Software by the Customer or otherwise, through any breach by the Customer of this Agreement, and/or through the negligence of the Customer, or otherwise.

In no event is the Customer granted any right to deal in or with such Software other than is expressly set out herein, and the Customer undertakes not to deal in or with such Software other than as expressly permitted hereunder.

The Customer does not acquire title to any of the Software and does not acquire any rights express or implied in the Software, Documentation or media other than those specified in this Agreement.

Reynolds and Reynolds will use reasonable endeavours to make the Software available to the Customer on such date as is agreed between the parties, however delivery upon such date is not guaranteed and under no circumstances will Reynolds and Reynolds be liable for any loss, cost, expense or damage arising from any delay in delivery. Time of delivery shall not be of the essence of this Agreement.

The Customer is responsible for undertaking all checks necessary to confirm the Software is operating properly once the Software is made available to it.

If Reynolds and Reynolds makes the Software operable for the Customer, it will run such commissioning tests as it considers necessary to ensure that the Software is operating materially in accordance with its documentation, however this shall not detract from the obligation of the Customer to undertake its own checks. Where the Customer makes operable the Software, it shall do so in accordance with the directions of Reynolds and Reynolds (and not otherwise). Reynolds and Reynolds shall not be liable for any failure or defect in the operation of the Software, where such failure or defect arises due to a failure of the Customer to follow such directions.

Proper operation of the Software is contingent upon the systems of the Customer meeting the technical specifications of Reynolds and Reynolds (and the providers of any third party products) from time to time. Reynolds and Reynolds shall not be liable for any failure or defect in the operation of the Software, where such failure or defect arises due to a failure of the systems of the Customer to meet such technical requirements.

The Customer shall at all times access and use the Software in accordance with the directions of Reynolds and Reynolds (and not otherwise). Reynolds and Reynolds shall not be liable for any failure or defect in the operation of the Software, where such failure or defect arises due to a failure of the Customer to follow such directions.

Reynolds and Reynolds may from time to time make such modifications to the Software as it deems necessary, including to ensure that it conforms to any change of legislation or new legal requirements which affect the application of any function or facility. Reynolds and Reynolds will notify the Customer of intended modifications prior to implementation.

Use of the Software is conditional on payment of the Charges.

Reynolds and Reynolds shall defend at its expense any claim brought against the Customer alleging that the Software provided under and used within the scope of this Agreement infringes the United Kingdom copyright of any third party and shall pay all damages finally awarded and all reasonable costs provided that the Customer notifies Reynolds and Reynolds in writing of the claim within thirty (30) days of such claim and provides Reynolds and Reynolds with information, reasonable assistance and sole authority to defend and settle such claim.

Reynolds and Reynolds shall have no liability under this Agreement for any claim of infringement based on (a) use of a superseded or altered release of any Software if the infringement would have been avoided by the use of a current unaltered release of the particular Software that Reynolds and Reynolds or any agent, contractor or licenser of Reynolds and Reynolds provides to the Customer; or (b) the combination, operation or use of any Software or programs furnished under this Agreement with software, hardware or other materials not furnished by Reynolds and Reynolds under this Agreement if such infringement would have been avoided by the use of the Software or programs without such software, hardware or other materials.

In the event that any Software is held or is believed by Reynolds and Reynolds to infringe copyright of a third party, Reynolds and Reynolds shall have the option, at its expense, to (a) modify the Software to be non-infringing, (b) obtain for the Customer a licence to continue using the Software; or (c) terminate the licence for the infringing Software and refund the licence fees paid for that Software pro-rated over a five (5) year term from the date of this Agreement. Clauses 5.1, 5.2 and 5.3 of this Section B state Reynolds and Reynolds’ entire liability and the Customer's exclusive remedy for intellectual property infringement.

Subject to the terms of this Agreement unless otherwise specified in the Contract Details, each Reynolds and Reynolds Licence remains in effect unless terminated under the provisions of this Agreement.

Any Reynolds and Reynolds Licence, or at the option of Reynolds and Reynolds, all Reynolds and Reynolds Licences may be terminated:-

The Customer has selected the equipment purchased. Reynolds and Reynolds does not warrant that the equipment is appropriate for the use intended by the Customer.

The Customer shall accept delivery of all Equipment at a single location being the address of the Customer on this Agreement and in a single shipment unless confirmed otherwise by written agreement.

Unless otherwise agreed in writing by Reynolds and Reynolds, the Customer shall be responsible for the installation of the Equipment.

If so agreed, Reynolds and Reynolds will use reasonable endeavours to deliver and, if Reynolds and Reynolds has agreed to install the Equipment under the terms of this Agreement, to install the Equipment on the date agreed, but Reynolds and Reynolds will not be liable for any delay.

The Customer shall use and care for the Equipment in accordance with the manufacturer’s instructions or recommendations.

The Customer shall promptly notify Reynolds and Reynolds if any Supported Software needs the provision of Software Support Services or is not operating correctly. The Customer shall promptly notify Reynolds and Reynolds if any Equipment needs maintenace or is not operating correctly. Failure by the Customer so to notify Reynolds and Reynolds within thirty (30) days of the Customer first becoming aware of the errors or the incorrect working of the Supported Software or Equipment shall free Reynolds and Reynolds from all obligations to provide support.

The Customer shall promptly upgrade to the latest version of the Supported Software. Should the Customer not install the current release of any Supported Software within six (6) months of its general release, Reynolds and Reynolds reserves the right to increase the charges for Software Support Services in respect of the Supported Software.

Provide adequate information in respect of and a documented example of the malfunction or error.

To not alter or amend the Supported Software or Equipment without the consent of Reynolds and Reynolds.

Provide operators with sufficient training to be competent in the use of the Supported Software or Equipment in accordance with Reynolds and Reynolds's instructions.

Provide and maintain communications access to allow remote support in accordance with Reynolds and Reynolds's instructions;

Use reasonable endeavours to correct critical errors in the current release of the Supported Software (remotely and not by attendance) during Business Hours or to provide telephone support during Business Hours to overcome problems in the use of the current release of the Supported Software. Reynolds and Reynolds may, in its sole discretion, correct such errors by the provision of a new version of the relevant Software.

Use reasonable endeavours to provide as soon as reasonably practicable amendments or modifications to the Software to make it conform with routine changes in rates of tax.

Repairing or replace all parts of the Equipment during Business Hours where the need comes through fair wear and tear caused by use in a normal and proper manner.

Provide remote helpline support during Business Hours to overcome problems in the use of the Equipment.

At such intervals as Reynolds and Reynolds deems advisable, examine and test the Equipment and carrying out such repairs and adjustments as are deemed necessary by Reynolds and Reynolds or the Equipment manufacturer.

Support or maintenance of any Software which is not specified as being supported.

Support or maintenance of any software not supplied by Reynolds and Reynolds under this Agreement.

Rectification of lost or corrupted data.

Diagnosis and/or rectification of problems not associated with the Supported Software.

Amending or modifying the Supported Software to ensure that the Supported Software conforms to any change of legislation or new legal requirement which affects the application of any function or facility of the Supported Software.

Rectification of loss or damage caused directly or indirectly by operator error or the incorrect use of the Supported Software.

Rectification of defects or errors in the Supported Software resulting from the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by Reynolds and Reynolds

Failures caused by any neglect, misuse, fault or negligence of the Customer or the Customer's failure to operate the Equipment in accordance with the manufacturer's instructions:

Failure of the Customer to provide and maintain a suitable environment as specified by Reynolds and Reynolds or the Equipment manufacturer including, but not limited to, failure of or faulty power supply or air conditioning.

Use of the Equipment for other than the purpose for which it is designed

Failure by any cause or combination of causes external to the Equipment including but not limited to fluctuation of electrical power, lightning, air conditioning, humidity control or maintenance of a specified item of Equipment.

Damage or failure of Equipment exceeding the manufacturers recommended duty cycle.

Repair or renewal of consumable items.

Repair or correction of any fault or damage resulting from or attributable to any accident, disaster or Act of God affecting the Equipment (including, without limitation, fire, flood, water, wind, lightning, vandalism or burglary)

Perform any service connected with the relocation or removal of the Equipment; or any accessories, apparatus, attachments or other devices which do not form part of the Equipment, or any item not on any equipment maintenance schedule.