Terms & conditions

SAPERE SOFTWARE LIMITED TERMS & CONDITIONS

THESE ARE THE STANDARD TERMS AND CONDITIONS REFERRED TO IN THE FOREGOING CONTRACT BETWEEN SAPERE SOFTWARE LIMITED

1. DEFINITION OF TERMS

SAPERE SOFTWARE LIMITED – trading as Sapere Software Limited, aforesaid

The Client - the entity which enters into a contract with Sapere Software Limited

Domain Name - the root address of a website, e.g. www.sapere-store.co.uk. All such names must be registered with the appropriate naming authority, which will usually charge a fee.

Downtime - time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.

Host - the company on whose system the Website physically resides.

Link, Hyperlink - a 'clickable' link embedded on a web page which may take the form of a graphic or text.

Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.

Website - a collection of web pages and associated code which forms an integrated presence.

The Work - the subject matter of the contract between the Client and Sapere Software Limited.

2. FEES

2.1

Fee Payable

A non refundable deposit of £39.99 (Inc vat) plus the first months hosting of £21.99 (Inc vat) is due immediately upon agreeing to the terms and conditions of the agreement. Sapere Software Limited reserves the right not to begin the Work until the said deposit has been paid in full.

2.2

Email & Hosting Fees

Email, website hosting and backups will be provided at a cost of £21.99 (Inc vat) per calendar month. The client is required to complete a direct debit mandate to cover this ongoing fee.

2.3

Merchant Fees A merchant third party tool is required to receive payment through the online shop, the merchant tool integrated into ‘Sapere Store’ is ‘Google checkout’. ‘Google checkout’ charges a fee of 1.5% + £0.15 per transaction which is deducted from the transaction monies at the time of sale. As this is a third party tool the Client is bound by their terms and conditions of use and can be found here Google Checkout Terms of Service, price changes are beyond the control of Sapere Software Limited. (These prices are correct as of 01/08/08)

2.4

Sellers Fees Sapere Software Limited will charge the client the remainder of the agreed 3.69% less £0.15p per transaction which will be payable on a monthly basis based on the proceeding months sales. Invoice terms are strictly on a net 15 day policy and Sapere Software Limited reserve the right to charge 1.5% of the outstanding balance on late invoice payments. No payment will be due when there are no sales.

3. DISCLAIMERS

3.1

Third Parties Sapere Software Limited can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although Sapere Software Limited will endeavour to ensure that Website downtime is kept to a minimum.

3.2

Maintenance and Correction of Errors Sapere Software Limited takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to Sapere Software Limited will be corrected free of charge, but Sapere Software Limited reserves the right to charge a reasonable fee for correction of errors for which Sapere Software Limited is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Sapere Software Limited by the Client.

3.3

Extent of Work Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. Registration of the Website with Search Engines is included in the initial deployment process only.

3.4

Consequential Loss Under no circumstances will Sapere Software Limited be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.

3.6

Search Engine Listings Sapere Software Limited does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not Sapere Software Limited who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Sapere Software Limited does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.

4. PAYMENT

4.1

Payment Upon completion of each month’s trading, Sapere Software Limited will invoice the Client for commission due on any transactions processed in accordance with Clause 2.4 Sellers Fees Payable hereof. In the absence of agreement to the contrary is to be paid by the Client within 15 days of the date that the invoice was issued.

4.2

Remedies for Overdue Payment If payment has not been received by the due date, Sapere Software Limited has the right to suspend ongoing work for the Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Sapere Software Limited has the right to replace, modify or remove the Website and revoke the Client's licence of the Work until full payment has been received. By revoking the Client's licence of the Work or removing the web site from the Internet, Sapere Software Limited does not remove the Client's obligation to pay any outstanding monies owing.

5. INTELLECTUAL PROPERTY

5.1

Offers and Proposals Offers and proposals made by Sapere Software Limited to potential clients should be treated as trade secrets and remain the property of Sapere Software Limited. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorisation from Sapere Software Limited. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.

5.2

Warranty by Client as to Ownership of Intellectual Property Rights The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Sapere Software Limited for inclusion on the Website. The conclusion of a contract between Sapere Software Limited and the Client shall be regarded as a guarantee by the Client to Sapere Software Limited that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Sapere Software Limited and indemnifies the same from any claims or legal actions however related to the content of the Client's site.

5.3

Domain Name Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Sapere Software Limited, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.

5.4

Licensing Once Sapere Software Limited has received full payment for the deposit the Client will be granted a licence to use the Website and its contents.

5.5

Trade Secrets Any code that is not freely accessible to third parties and not in the public domain, and to which Sapere Software Limited or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Sapere Software Limited. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Sapere Software Limited or their suppliers owns the copyright. Sapere Software Limited acknowledges the intellectual property rights of the Client. Information passed in written form to Sapere Software Limited, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.

6. CONTRACT LENGTH

6.1

Minimum Contract Length The client is required to complete a minimum of 12 months continues use. If termination of contract Sapere Software Limited reserves the right to claim the remaining months usage fees.

7. RIGHTS AND RESPONSIBILITIES

7.1

Right to Terminate Sapere Software Limited reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.

7.2

Events beyond the Control of Sapere Software Limited Sapere Software Limited will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Sapere Software Limited.

7.3

Supply and Pricing of Services Sapere Software Limited reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.

8. INTERPRETATION

8.1

Jurisdiction This Agreement shall be governed by the laws of UK which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Sapere Software Limited and the Client. The said contract is void where prohibited by law.

8.2

Survival of Contract Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

8.3

Change of Terms and Conditions These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued. Standard Terms and Conditions v1 1st September 2008