Terms and Conditions

BACKGROUND:

These Terms and Conditions are the standard terms for the provision of Services, Software or Goods by Softext Ltd under individual Contracts, each of which is subject to both these General Terms and Conditions and the additional standard terms and conditions applicable to the relevant Service (each a “Service Schedule”)

Definitions and Interpretation

1.     In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

1.2 Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.

Information About Us
2.1    Softext Ltd, a Private Limited Company registered in England under number 08267145, whose registered address is Softext Ltd, First Floor, Unit B Meltex House, Kepler, Lichfield Road Industrial Estate, Tamworth, B79 7XE.
2.2    Our VAT number is 168125111

The Contract

3.1      These Terms and Conditions govern the sale and provision of Services, Software or Goods by Us and will form the basis of the Contract between Us and you.  Before submitting an Order, please ensure that you have read these Terms and Conditions carefully.  If you are unsure about any part of these Terms and Conditions, please ask us for clarification.
3.2     Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance.  Your Order constitutes a contractual offer that We may, at our discretion, accept.
3.3     A legally binding contract between Us and you will be created upon our acceptance of your Order, indicated by Our Order Confirmation.  Order Confirmations will be provided in writing.
3.4     We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:
3.4.1     The main characteristics of the Services, Software or Goods;
3.4.2     Our identity (set out above in Clause 2) and contact details (as set out below in Clause 16);
3.4.3     The total Price for the Services, Software or Goods including taxes or, if the nature of the Services, Software or Goods is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
3.4.4     The arrangements for payment, performance and the time by which (or within which) We undertake to fulfil the order;
3.4.5     Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;
3.4.6     Our complaints handling policy;
3.4.7     Where applicable, details of after-sales services and commercial guarantees;
3.4.8     The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;
3.4.9     Where applicable, the functionality, including appropriate technical protection measures, of digital content;
Where applicable, any relevant compatibility of digital content with hardware and software that We are aware of or might reasonably be expected to be aware of.

Orders

4.1     All Orders for Services, Software or Goods made by you will be subject to these General Terms and Conditions. Specific Terms for these are outlined below.
4.2     Where there is conflict between the General Terms and the Specific Terms, the Specific Terms shall take prevail.
4.3     A quote issued by the Supplier shall not constitute an offer and shall only remain valid until the expiry date displayed on the quote, or 30 days if no specific expiry date is stated
4.4      You may change your Order at any time before We begin providing the Services, Software or Goods by contacting Us. Requests to change Orders do not need to be made in writing.
4.5     If your Order is changed, we will inform you of any change to the Price in writing.
4.6     You may cancel your Order within a set time of placing it.  Please see specific terms within the sections above.
4.7     We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control.  If such cancellation is necessary, We will inform you as soon as is reasonably possible.  If you have made any payments to Us under Clause 5 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing you of the cancellation.  Cancellations will be confirmed in writing.

Price and Payment

5.1     The Price of the Services, Software or Goods will be that shown on Our price list, Website or in writing in place at the time of your Order.  If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order.
5.2     If We quote a Special Price which is different to the Price shown on Our current Price list or Website, the Special Price will be valid for period stated or if no valid date provided 30 days from receipt.
5.3     We reserve the right at any time to increase the prices of the Products and Services and to change the range of Products and Services available. We will try to give you as much notice as we can of changes to the range and any increase in prices.
5.4     All Prices include VAT.  If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay.  Changes in VAT will not affect any Prices where We have already received payment in full from you.
5.5     In certain circumstances, if your Order is cancelled, you will be refunded in full or in part.  The amount due will be calculated based upon the Price for the goods or Services and the amount of work (if any) already undertaken by Us.

5.6     We accept the following methods of payment:

5.6.1      BACS
5.6.2     Visa Debit
5.6.3     Visa
5.6.4     MasterCard
5.6.5     Maestro
5.6.6     GoCardless/DD
5.6.7     PayPal

5.7     PayPal – We may charge an additional fee if you wish to use PayPal as the payment method.
5.8     Overseas customers shall be responsible for all duties, levies, imposts, taxes or other liabilities arising on the sale pr exportation of the goods, services from the United Kingdom.
5.9     If you do not make payment to Us by the due date as shown in/on Invoice,  order confirmation We may charge you interest on the overdue sum at the rate of 2% per annum above the base lending rate.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.  You must pay any interest due when paying an overdue sum.

Intellectual Property Rights

6.1     Except as expressly provided otherwise in the Contract or sales of goods, all intellectual property rights shall remain the property of the party creating or owning the same and nothing in the Contract shall be deemed to confer any assignment or licence of the intellectual property rights of one party and to the other party.
6.2     The Customer shall not either during the term or after the expiry of this Agreement permit or cause to occur any infringement of any Intellectual Property Rights covered by this Clause 12.  Use by the Customer and its employees of the Service shall be only within the terms of this Agreement.
6.3     The Customer shall not, in the absence of the Service Provider’s written consent, reproduce, adapt, translate, reverse-engineer, or make available to any third party any of the Applications, any part of the ASP Infrastructure, or any other material associated with this Agreement where such activity goes beyond the scope of actions permitted by the terms and conditions of this Agreement.
6.4     Nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or any accompanying user manuals.
6.5     No part of the Softext Training manuals, courses or resources may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form by any means, electronic, mechanical, photocopying, recording, or otherwise, or for any purpose, without the express prior written permission of the copyright holder.
6.6     The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of the licence
6.7     Where the Customer either suspects or is aware of any breach of Intellectual Property Rights covered by this Clause 12 it shall be under a duty to inform the Service Provider of such breach immediately.

Our Liability

7.1     We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors).  Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and Us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.
7.2     Subject to sub-Clause[s] 14.3 [and 14.4], We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.
7.3     Subject to sub-Clause[s] 14.3 [and 14.4] Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be 50% of the total sums paid by you under the contract in question, or no more than the value of £5,000 whichever is lower.
7.4     Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
7.5     Nothing in these Terms and Conditions seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us.
7.6     If We are providing Services in your premises and We cause any damage, We will make good that damage at no additional cost to you.  We are not responsible for any pre-existing faults or damage in or to your premises that We may discover while providing the Services.

Events Outside of Our Control (Force Majeure)

8.1     We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
8.2     If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
8.2.1     We will inform you as soon as is reasonably possible;
8.2.2     Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
8.2.3     We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
8.2.4     If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 4.6.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation notice;

Communication and Contact Details

9.1     If you wish to contact Us, you may do so by telephone at 01827 438 250 or by email at info@softext.co.uk.
9.2     In certain circumstances you must contact Us in writing (when cancelling an Order, contract for example, or exercising your right to cancel the Services).  When contacting Us in writing you may use the following methods:
9.2.1     Contact Us by using our webform
9.2.2     Contact Us by pre-paid post at Softext Ltd, Unit 2, Meltex House, Kepler, Lichfield Road Ind Est, Tamworth, B79 7XE.

How We Use Your Personal Information (Data Protection)

10.1     All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
10.2     We may use your personal information to:
10.2.1     Provide Our Services to you.
10.2.2     Process your payment for the Services.
10.2.3     Inform you of new products and services available from Us.  You may request that We stop sending you this information at any time.
10.2.4     In certain circumstances (if, for example, you wish to pay for the Services on credit), and with your consent, We may pass your personal information on to credit reference agencies.  These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
10.2.5     We will not pass on your personal information to any other third parties [without first obtaining your express permission].

Other Important Terms

11.1     We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs you will be informed by Us in writing.  Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
11.2     You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
11.3     The Contract is between you and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
11.4     If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.
11.5     No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

Governing Law and Jurisdiction

12.1     These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with English law.
12.2     Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.

Complaints and Feedback

13.1     We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
13.2     All complaints are handled in accordance with Our complaints handling policy and procedure, available below.
13.3     If you wish to complain about any aspect of your dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact Us in one of the following ways:
13.3.1     In writing, addressed to Managing Director, Softext Ltd, Unit 2, Meltex House, Kepler, Lichfield Road Ind Est, Tamworth, B79 7XE.
13.3.2     By using our webform
13.3.3     By contacting Us by telephone on 01827 438 250
13.4     When making a Complaint, you will be required to provide the following information in as much detail as is reasonably possible:
13.4.1     Your name, address, telephone number and email address (We will contact you using your preferred contact method as your Complaint is handled);
13.4.2     If you are making a Complaint on behalf of someone else, that person’s name and contact details as well as your own;
13.4.3     If you are making a Complaint about a particular transaction, the Order number or Invoice number.
13.4.4     If you are making a Complaint about a particular employee or subcontractor of ours, the name and, where appropriate, position of that person.
13.4.5     Further details of your Complaint including, as appropriate, all times, dates, events, and people involved;
13.4.6     Details of any documents or other evidence you wish to rely on in support of your Complaint;
13.4.7     Details of what you would like Softext ltd to do to resolve your Complaint and to put things right.  (Please note that whilst we will make every reasonable effort to accommodate such requests, we are not bound to take any action beyond that which we may be contractually or otherwise legally obliged to take.)

What this Complaints Policy Covers

14.1     This Complaints Policy applies to the sale of goods or the provision of services by Softext Ltd, to our customer service and to our employees or subcontractors.
14.2     For the purposes of this Complaints Policy, any reference to Softext ltd also includes our employees or subcontractors.
14.3     Complaints may relate to any of our activities and may include (but not be limited to):
14.3.1     The quality of customer service you have received from Softext ltd;
14.3.2     The behaviour and/or professional competence of our employees or subcontractors;
14.3.3     Delays, defects or other problems associated with the sale of goods by Softext ltd;
14.3.4     Delays, defects, poor workmanship or other problems associated with the provision of services by Softext ltd
14.4     The following are not considered to be Complaints and should therefore be directed to the appropriate person or department
14.4.1     General questions about our goods or services.
14.4.2     Returns of damaged, faulty, incorrect or unwanted goods for exchange or refund in accordance with our Sale of Goods terms and conditions where there is no further complaint
14.4.3     Matters concerning contractual or other legal disputes;
14.4.4     Formal requests for the disclosure of information, for example, under the Data Protection Act;

Confidentiality and Data Protection

15.1     All Complaints and information relating thereto are treated with the utmost confidence.  Such information will only be shared with those employees or subcontractors of Softext Ltd who need to know in order to handle your Complaint.
15.2     We may ask for your permission to use details of your Complaint (with your personal details removed) for internal training and quality improvement purposes.  If you have given such permission, you may revoke it at any time by contacting us.
15.3     All personal information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.