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Terms and Conditions Terms of Business ojo solutions standard technical services terms of business version 1.0 last update 10/10/13 Page 9 of 9 4.17 Entire Agreement 4.17.1 These Terms, the Proposal, Project Pl an, Scope of Service and Definition of Service contains the entire agreement between the parties with respect to their subj ect. matter and supersede all previous written and oral agreements and understandings between the parties. The Customer acknowledges that in entering into the Contract it does not rely on any representation, warranty, agreement or other provision except as expressly se t out in these Terms and that all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in these Terms will affect the liability of ojo solutions for any fraudulent misrepresentation. 4.18 Miscellaneous 4.18.1 Any reference to person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); and 4.18.2 Any reference to company includes any company, corporation or other body corporate, wherever and however incorporated or established. 4.18.3 The parties hereby agree that a person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (as amended, modified or supplemented from time to time) to enforce any of these Terms. Definitions In these terms and conditions, unless the context otherwise requires, the following words have the following meanings: Agreement Start Date The date set out in the Scope of Service. Acceptance Tests The tests undertaken by the Customer to confirm the System complies in all material respects with the Functional Specification. Call Communication (including an email) received by ojo solutions from the Customer reporting a defect or malfunction. Charges The sums payable by the Customer to ojo solutions. Confidential Information Any trade secrets or confidential or proprietary information of either party, including these Terms, but excluding any information: (a) in the public domain otherwise than by a breach of the Contract; (b) which, prior to disclosure, was already known by the recipient; (c) that the other party develops independently of or to any information that is disclosed to it under the (d) provisions of the Contract; or (e) which is subsequently disclosed to the recipient by a third party at liberty to disclose it. Contract The contract between the Customer and ojo solutions for the sale of Goods, Services and/or ojo SysCare in accordance with these Terms. Customer The person who accepts ojo solutions’ written quotation for the sale of the Goods, Services and/or the supply of ojo SysCare or whose written order in respect thereof is accepted by ojo solutions Engagement The employment, hire or other use, directly or indirectly and whether as an employee or on a self employed basis. Functional Specification The functional specification document detailing the System that is to be delivered. Goods The computer hardware, software and related equipment which ojo solutions is to supply in accordance with these Terms. Initial Term The fixed period for which ojo SysCare is to be provided. Intellectual Property Rights Patents, rights to inventions, copy right and related rights, trade marks, trade names, domain name s, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Installation Address The address specified in the Scope of Service at which the Equipment is located or such other address as may be agreed in writing by ojo solutions. Liability Any liability arising by reason of any representation (unless fraudulent), or any breach of any implied warranty, conditions or other term or any duty at common law, or under any statute, or under any express term of this Contract. Loss In relation to the Customer means loss of profit (or any other loss), damages, costs or other compensation and any legal or other expenses awarded against or incurred by or paid or agreed to be paid in settlement of any claim by the Customer , howsoever arising and whether by reason of negligence of ojo solutions, its employees, its agents or otherwise. Normal working hours 08:00 to 18:00 Monday to Friday but excluding bank or statutory holidays. Personnel Any employee, agent, consultant and/or sub-contractor of the party concerned. Project Plan The plan describing the Services and setting out the estimated timetable and responsibilities for the provision of the Services by ojo solutions. Project Milestone A date by which a part of the Services are es timated to be completed, as set out in the Project Plan. Proposal The proposal to the Customer setting out ojo solutions’ understanding of the Customer’s requirements. Renewal Period The period commencing after the Initial Term , as set out in an addendum to the Scope of Service, during which ojo solutions will continue to provide ojo SysCare in accordance with the Scope of Service, which may be renewed or extended at any time by the written agreement of the parties. Services The services to be provided by ojo solutions as set out in the Proposal and/or Project Plan, together with any other services including but not limited to training and consultancy which ojo solutions provides or agrees to provide to the Customer. System The configured computer program(s), net work, documentation, data, diagrams, reports and specifications (including drafts) delivered as a result of the Services provided by ojo solutions. Third Party Software Software developed and licensed by a third party, for which ojo solutions have agreed to provide support, as detailed in the Scope of Service. Ojo solutions Ojo solutions Limited or such other group co mpany as may be notified to the Customer from time to time. User Acceptance Sign Off A customer sign off sheet to be completed and signed by the Customer and delivered to ojo solutions pursuant to clause 3.7.1.
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