Strategies Group Plc Terms & Conditions Of Business | Part 2
Limitations of liability
In no event (death or personal injury excepted) will the Company be liable to the Customer for any indirect, incidental or consequential damages arising out of the HOST Services or any products provided under this Agreement, even if the Company has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion my not apply to the Customer. The Company's liability to the Customer for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to 125% of the Fees paid for the prior 12 months.
Termination of services
The service may be terminated or suspended by Strategies at any time where:
- The customer is in breach of any of the conditions of this agreement
- The customer becomes insolvent
- Invoices are more than 30 days overdue
The contact may be terminated by the customer :
- Immediately, if Strategies is in breach of any of the conditions of this agreement .
- up to 1 month before the anniversary of the hosting, by sending a notice (without any reason to be provided).
- All terminations of services by Customer or Strategies must also be communicated by a written notice.
Force majeure
Neither party shall be liable to the other if its performance of its obligations under this Agreement (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control.
Miscellaneous
Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall not affect the validity of any remaining portion and such remaining portion shall remain in full force and effect. This Agreement is governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdictions of the courts of England and Wales. This Agreement shall be binding upon an inure to the benefit of each party and their respective heirs, successors and assigns.
Non-disclosure of terms
Except pursuant to court order or as otherwise required under judicial or regulatory proceedings, neither party shall disclose the existence or the terms and conditions of this Agreement without prior written consent to the other party.
Data protection act
It is the responsibility of the customer to register under the data protection act if necessary for the storage and transmission of data. Any data collected and transmitted on via the web site is the sole ownership of the customer and as such the customer is responsible for the legal use of that data.
Proprietary information
(a) STRATEGIES acknowledge that its relationship with Customer is one of high trust and confidence and that in the course of Services to Customer it will have access to and contact with Proprietary Information. STRATEGIES will not, at any time disclose to others or use for its benefit or the benefit of others, any Proprietary Information.
(b) STRATEGIES's obligation under this section shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no wrongful act or omission by or attributable to STRATEGIES or other of the terms of this section, (ii) is made available to STRATEGIES as a right by any third party, is independently developed by STRATEGIES, or is disclosed under judicial or governmental process, (iii) is generally disclosed to third parties by Customer without restriction on such third parties, or (iv) is approved for release by written authorisation from Customer.
(c) At any other time, upon request by Customer, STRATEGIES shall promptly deliver to Customer all records, files and documentation relating to the business of Customer. Customer agrees to hold STRATEGIES harmless from, and to indemnify STRATEGIES against, any and all losses, claims, damages, liabilities or expenses (including reasonable lawyers fees) which STRATEGIES may incur based on (a) any information or data concerning customer or customer's products to the extent such material is furnished or prepared by or at the request of customer for use by STRATEGIES, and (b) any defect or alleged defect in any product manufactured by the customer.
Ecommerce special considerations
E Commerce systems have special considerations in redundancy and storage of data.The normal backup of your data is implemented by taking a tape copy of the system every evening. In the case of server failure including the disk the system is restored to the last available backup usually (but not always) 24hrs previous.
All Strategies systems duplicate the data on at least 2 disks which makes the instance outlined rare however failure of the disk controller can wipe both disks.
With normal backup and the failure outlined above there is the potential to loose 24hrs or more data. This could include transaction records.
There are 2 possible remedies to the above.
1. Strategies high resilient hosting option. This is more resilient than a standard host having duplicate servers and more than 1 redundant disk. However this solution could potentially fail and loose 24hrs or more data.
2. Build a transaction log file into your application that journals all transactions for re inputting in the case of failure.
The option with the greatest resilience is a combination of 1 and 2 above. If either of these options are requested they will be specific in the contract.
Job board software special considerations
Strategies provide job board software to its customers. The software is licensed to the customer for the use on Strategies servers. The ads and cv's belong to the customer and terms and conditions of use, data protection are the responsibility of the customer.
The software license will remain in place while a customer pays the maintenance, hosting and usage charge.
Strategies offer upgrades to its software from time to time that may be incorporated into the users web site. These upgrades need applying to the users site and will be charged for at the price of the upgrade when it is announced.
Non internet based projects, Printing, CD production, Software hosted on a client PC
For projects not based on delivering an application via the Internet the following extra terms and conditions apply. For print based work where Strategies delivers print ready copy for delivery to a printer, it is the customer's responsibility of the customer to check the layout, copy and design and authorise it as finished product before sending to a printer. If a mistake is discovered in the final printed product it is the responsibility of the customer to pay for any reworking and reprinting.
For CD based projects the application will be made available either via the internet or test CD for proofing. It is the responsibility of the customer to test the CD and sign off that the application is ready for a release copy to be made. Once a release copy is made it is the customers' responsibility for any reworking or reprinting of media that will be needed if a bug is found in the software. For CD projects it is the customers' responsibility to warn a customer that the software must be installed with caution and that any data loss that occurs because of the installation process or because of the actions of any 3 rd party software involved is their responsibility. Disclaimers must be made in the terms and conditions of any products sold onto further customers. Strategies liabilities are limited where not covered by other terms and conditions to the cost paid for a project and is under no circumstances extended to consequential liabilities or costs.
Strategies can not be held responsible in any way for any of the functionality correct or otherwise of any 3rd party software used in projects this extends to all 3rd party software and includes Microsoft and CD production software.
