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
4.18.1 Any reference to person includes a natural person, corporate or unincorporated body (whether or not having separate legal
4.18.2 Any reference to company includes any company, corporation or other body corporate, wherever and however incorporated or
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
Parties) Act 1999 (as amended, modified or supplemented from
time to time) to enforce any of these Terms.
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
Call Communication (including an email) received by ojo
solutions from the Customer reporting a defect or
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
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
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
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
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.