Standard Terms and Conditions

1. Contract Terms
1.1    We agree to provide our services and/or license our software to you on the following terms and conditions. These constitute a contract between us and you and must be read together with our proposal to you or any other documents explicitly agreed to be part of this contract.  Any other terms and conditions contained in any other document are excluded unless their inclusion is expressly agreed in writing.
1.2    In these terms and conditions:
1.2.1    “we” and “us” means Colporteur Limited a company registered in England under number 4711209 ; including any of it’s trading names, such as Seamless CRM.
1.2.2    the “Services” means the services that you have ordered from us from time to time; and
1.2.3    the “Software” means the software that you have ordered from us from time to time.
1.2.4    “you” or “your” means the person or entity, entering into this contract with us for the provision of services and/or software.

SOFTWARE LICENCE TERMS
(The following terms shall apply to all licences of software by us to you).

2. Licence
2.1    We grant you a non-exclusive, non-transferable licence to use the Software subject to these terms and conditions, and limited to the time agreed between us.
2.2    We license you to use the Software for your internal business purposes only.
2.3    We have the right to grant you this licence.  We are not transferring any rights of ownership, copyright or other intellectual property in the Software to you.
2.4    You agree to pay our software licence fee in full, free of deduction, set off or counterclaim.  All amounts are exclusive of VAT unless otherwise indicated.

3. Condition of Licence
3.1    Because the Software is supplied to you initially ‘as is’ without charge, during the trial period we do not give any warranties about it, whether express or implied including but not limited to, implied warranties of quality and fitness for a particular purpose.
3.2    We will not be liable to you or to any third party for any lost revenues or profits, loss of date or any direct, indirect or consequential damages relating to the Software in any way, or for inability to use the Software for any reason.
3.3    If you learn of any claim against you that the Software infringes the right of any third party and you inform us of the claim and let us settle or litigate it and do not yourself settle or litigate it, and the claim does not arise from your breach of this licence, we will indemnify you against any damages or costs arising from the claim and we will pay your expenses, provided that you cooperate with us. This clause states your entire remedy in respect of any intellectual property right infringement by the Software.

4.  Your use of the Software
4.1    You agree that:
(a)    you and your staff will keep the Software confidential;
(b)    you will not copy the Software or allow anyone else to copy it;
(c)    you will not make the Software available to anyone else.
(d)    you will not modify the Software or (except the extent permitted by law) disassemble,                 decompile or reverse engineer it.
4.2    You also agree that if we suffer any loss, damage, fine or expenses as a result of unauthorized access to or any use or misuse of the Software because of your breach of any provision of this Agreement, you will indemnify us.

5.  Performance Warranty
5.1        If you pay us the licence fee after the initial period we warrant that the Software will for a period of 90 days after acceptance of the Software (“the Warranty Period”) be free from material defects and provide in all material respects the performance and functionality described in our description of it. Subject to you reporting any material defect or instance of non-compliance, we will use our reasonable endeavours at all times to correct such defect or instance free of charge during the Warranty Period.
5.2    The warranty given above is in place of any warranty or condition implied by statue, including, without limitation, any term of fitness for purpose or of satisfactory quality.

SERVICES TERMS
(The following terms shall apply to all contracts for us to supply you with services).
6.   Account Team
6.1    During the term of this Agreement, we shall provide a designated account team (“the Account Team”) who shall have overall responsibility for the management, co-ordination, and delivery of the Services.  The Account Team shall have responsibility for monitoring the Services provided to you under this Agreement.  The Account Team shall meet regularly with your designated representative as well as your other designated personnel in order to review our performance under this Agreement.  Minutes shall be kept of such meetings, and shall be circulated to all those eligible to attend.  The minutes shall contain an agreed list of actions and an award of priority.
6.2    Our office hours are 9.00am to 5.00pm Monday to Friday (excluding Bank Holidays). Individual directors are available on their mobile numbers (when provided) between 8.00am and 6.00pm Monday to Friday (excluding Bank Holidays). Outside such hours calls will only be taken by prior arrangement.

7.   Services
7.1    Whilst we are happy to work with your third party suppliers (if requested by you), we do not take responsibility for managing them on your behalf and this shall not form part of the Services.
7.2     Any dates quoted for the provision or start of the Services are approximate only and we shall not be liable for any delay in relation to the same howsoever caused.

8.   Payment
8.1     You must pay the charges for the Services which we have agreed. When we make a change to those charges or rates we will notify you before we start any work for you.
8.2     You also agree to pay our expenses in respect of creative teams, voiceover, sound studio, stock imagery and stock audio fees.
8.3     Our terms of payment for all charges are as notified to you by us.
8.4     Unless agreed otherwise, all charges for the Services are exclusive of any applicable value added or other tax, which will be added to our invoices sent to you.

9.  Your Obligations
You agree that you will:
9.1    ensure that your employees co-operate fully with us in relation to the provision of the Services; and
9.2    promptly give us such information and documents as we may reasonably request for the proper and efficient provision of the Services.

10.   Confidentiality
We agreed to keep confidential your data and any information that you tell us about your business and future plans and any other matter which either you say is confidential  or which is clearly confidential.   You agree to keep confidential anything that we say is confidential (including our methods of working).

11.   Your Instructions
Unless directed otherwise by you, we will act in accordance with the instructions of any of your employees involved in the assignment.

12.   Amendments
We recognise that commercial considerations may require the amendment of your plans.  You may require us to change, reject, cancel or stop any or all plans, schedules or work in progress and we shall take all reasonable steps to comply, provided that we can do so within our contractual obligations to third parties (including media and suppliers).  In the event of any cancellation or amendment it will be necessary for you to reimburse us for any expenses to which we are committed and also pay our charges for work already done. Where we have committed contractors or our employees to work on your business, unless we have agreed otherwise, we reserve the right to charge you the equivalent of our minimum commitment to them upon your cancellation or amendment.

13.  Additional Work
13.1     Any fixed charges that we agree with you are for the work that we agree at that time.  If we are asked to carry out additional work or your brief to us changes or the term for the project changes we reserve the right to make an additional charge.  We will try to notify you in advance that this additional work will mean additional charges but this may not always prove possible where commercial circumstances require us to carry out such additional work quickly.
13.2    We will seek your written approval wherever time permits. However signed faxes, e-mails and in exceptional circumstances oral approval will be acceptable.  In the case of oral approval we will try to ensure that written confirmation will be sent to you.

14. Production Advice
Where we do not design a document but we subsequently advise you on the production of the document, we shall not be responsible for any additional costs incurred as a result of the document’s design.

15.  Delay
If there is a delay by you (e.g. in the delivery of artwork), you acknowledge that we can not guarantee that third party involvement in the project will be at the price or time originally envisaged in the project.

16.  Fulfilment
Where any part of the Services includes a mechanical process (such as printing or enclosing), you acknowledge that a wastage/spoilage rate of 10% is possible. We shall not be liable for any wastage/spoilage that is within normal limits.

17.  Your Employees and Sub-contractors
You agree that, except with our prior written permission, both during this Agreement and for six months after its end you will not solicit, employ or otherwise deal with any of our employees and sub-contractors with whom you have had contact during this Agreement.

18.  Testimonial
We will not issue any press release about our work for you without your prior approval.  Unless otherwise agreed, we may, however, mention publicly (including on our website) that we are, or have been, involved in work for you.

19. Data Protection
19.1  We undertake that we shall and shall procure that our employees shall:-
19.1.1     observe the provisions of the Data Protection Act 1998 in the provision of the Services;
19.1.2     comply with any reasonable request or direction given by you in connection with the requirements of that Act.
19.2     You undertake that you shall and shall procure that your employees shall observe the provisions of the Data Protection Act 1998 in your use of the data that has been processed by us.

20. Intellectual Property Rights
20.1    You retain the rights in any database that you provide to us and we will not use it for any purpose other than for your benefit.
20.2    We retain the intellectual property rights in any deliverable that we provide to you where they do not belong to a third party (e.g. a photographer). Provided that all our charges for such deliverable are paid by you, we grant you a perpetual, non-transferable licence to use all such intellectual property rights for the purposes of your business.
20.3    Where we obtain licences of intellectual property rights for you from third parties these shall only be for work under this Agreement and shall not be used by you for any other purpose.
20.4    You agree to indemnify us against any claim that may be made against us by a third party in connection with work prepared for you by us which either was based on information or material provided by you to us, or approved by you.

GENERAL TERMS
(The following terms shall apply to all contracts between us and you whether they relate to our licensing you with our Software or our supplying you with our Services).

21. Termination
21.1      Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 7 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.
21.2      Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure.  If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
21.3      In addition to our termination rights set out earlier, we may, at any time and at our sole option, either suspend your access to the Services under this Agreement until you give suitable undertakings or terminate this Agreement immediately if:
21.3.1      you breach any term of this Agreement; or
21.3.2     any fee or charge remains unpaid by you for more than 30 days after it is invoiced.
21.4    Any waiver by us of any breach by you of this Agreement will not prevent us from taking action against you if you are in breach of contract again at a later date

22.  Liability
22.1    We warrant to you that we will seek to supply the Services with reasonable skill and care.  We accept liability for our own negligence, but only to the extent stated in this clause.
22.2    Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud or, to the extent that such rights may not be contracted out of, as affecting the statutory rights of any person dealing as a consumer.
22.3    Our liability to you under this Agreement shall not exceed £20,000 or twice the amount paid by you for the Services over the previous 12 months, whichever is the greater.
22.4    Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or sub-contractors, other than Excluded Loss. In this clause the expression “Excluded Loss” means all special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract) and loss, corruption or destruction of data or loss of profits, business or anticipated savings, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.
22.5    For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.
22.6    We do not have any implied obligation, duty or liability in contract other than those explicitly stated in this Agreement.

23. Force majeure
We are not liable for any breach of this Agreement caused by matters beyond our reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central Government or other authorities.

24.  General
24.1    You are not entitled to transfer or assign this Agreement without our prior written consent. We may assign or sub-contract this Agreement or any part.
24.2    Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
24.3    If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall be unaffected.
24.4    This contract excludes and/or supersedes any previous statements or agreements between us whether written or oral relating to the provision of the Services.
24.5    No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
24.6    A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.
24.7    If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed, the mediator shall be appointed by CEDR.  If the parties have not settled the dispute by the mediation within 42 days of the start of the first meeting held under such procedure, the dispute may be referred to litigation by either party.
24.8    This Agreement shall be governed by the laws of England and we both agree to submit to the exclusive jurisdiction of the English Courts.