STANDARD TERMS AND CONDITIONS
FLYNET LIMITED STANDARD TERMS AND CONDITIONS
THIS AGREEMENT (the "Agreement") is made as of, the date of invoice (the "Effective Date") by and between FLYNET LIMITED (“Flynet”) of King William House, The Causeway, Burwell, Cambridge, CB25 0DU and the downloading party "Customer").
IT IS HEREBY AGREED AS FOLLOWS:
The following, where indicated, are included herein by reference as integral parts of this Agreement: Schedule A End User Software Licence Agreement
1.1 "Consultancy" shall mean those customisation, integration or any other services provided by Flynet
1.2 "Delivered" or "Delivery" shall mean physical or electronic delivery of the Software or Services;
1.3 "Documentation" shall mean any user, operations and training manuals provided by Flynet;
1.4 "Price List" shall mean the prices charged by Flynet for software and services. As displayed on www.flynetviewer.com or as stated in a valid written quotation from an authorised Flynet representative.
1.5 "Purchase Order" shall mean the Purchase Order accepted by Flynet from Customer;
1.6 "Services" shall mean all Consultancy, Training and Maintenance services purchased by Customer from Flynet relating to the Software;
1.7 "Software" means any software in machine-readable object code form (and related Documentation) provided under this Agreement;
1.8 "Support" shall mean the customer support and maintenance services as described in The Support and Maintenance Agreement (purchased separately)
1.9 "Terms and Conditions" shall mean these Terms and Conditions as amended from time to time in writing;
1.10 "Training" shall mean those training services provided by Flynet.
2 SCOPE OF AGREEMENT
2.1 Any schedule attached hereto is hereby incorporated by reference into these Terms and Conditions.
2.2 These Terms and Conditions together with any schedule constitute the entire agreement of the parties, and all other communications, warranties (whether express or implied), representations, understandings or agreements with respect to the subject matter hereof are specifically excluded. These Terms and Conditions (and any schedule) may be modified only by written agreement signed by a director of Flynet. All Purchase Orders for Software will be subject to these Terms and Conditions and any applicable schedule and any Customer terms in any Purchase Order, which are inconsistent with these Terms and Conditions and any schedule, shall be null and void. Flynet shall have no obligation to accept all or any Purchase Orders.
3 SOFTWARE SUPPLY
3.1 Flynet will supply to Customer (subject to the trademark and/or copyright of Flynet and/or its suppliers) the Software on the terms set out in these Terms and Conditions, the terms of any schedule and the terms of the applicable licence agreement supplied with the Software.
3.2 In the event of a physical shipment request from Customer. The Software will be despatched to Customer's premises by a carrier of Flynet’s choice. Customer shall reimburse Flynet for any costs incurred in shipping the Software, including but without limitation any transportation charges, shipping insurance and duties and shall be responsible for any and all taxes, import or export fees, excise duties and withholding taxes arising from use of the Software. Risk in the Software will pass to Customer on deposit by Flynet with the carrier.
3.3 In the event of an electronic shipment the Software will be delivered to the Customer by Flynet providing the necessary access rights to enable download of the Software by the Customer directly to the Customer’s computer.
3.4 Upon payment of the applicable fees Flynet will provide the Customer with the necessary instructions or device to enable the Software (‘Licence Key’).
4 PRICE AND PAYMENT
4.1 Customer will pay Flynet the appropriate price for the Software and/or fees for the Services as set out in the Price List, together with relevant shipping costs.
4.2 All sums referred to in Clause 4.1 shall be payable by the earliest of 30 days of invoice date, or the subscription start date, unless otherwise specified in the Price List or in any schedule.
4.3 Past due amounts owed by the Customer shall bear interest at the rate of 8% above the Bank of England base rate (in accordance with the Late Payment of Commercial Debts Act 1998). Customer shall reimburse Flynet for all reasonable costs incurred in the collection of past due amounts owed by Customer.
4.4 Purchase prices and fees stated by Flynet are net of VAT. The relevant VAT and any future relevant taxes or tariffs not currently in force will be paid to Flynet by Customer.
5.1 Any cancellation of a Purchase Order or part thereof may result in loss to Flynet for which Customer will be liable.
5.2 No cancellation will be accepted if it is received by Flynet less than 5 working days prior to Delivery or commencement of services.
5.3 In the event of cancellation of all or any part of a Purchase Order for any Software or Services more than 5 working days prior to scheduled Delivery or commencement of services, Customer will pay an amount equal to 50% of the amount that would have been invoiced for the Software or Services.
5.4 In the event of cancellation of all or any part of a Purchase Order for Training Services 14 days prior to scheduled Delivery, Customer will pay an amount equal to 50% of the amount that would have been invoiced for such Services. In the event of cancellation of all or any part of a Purchase Order for Training Services 7 days prior to scheduled Delivery, Customer will pay an amount equal to 75% of the amount that would have been invoiced for such Services.
5.5 The cancellation fees in 5.3 and 5.4 above are acknowledged to be a genuine pre-estimate of the loss involved to Flynet.
6.1 A set of Documentation will be provided with the Software.
6.2 Customer shall not copy all or any part of the Documentation.