DERWENT VALLEY SOLUTIONS LIMITED

TERMS AND CONDITIONS FOR SERVICES

FUNDAMENTAL PRINCIPLES

The fundamental principles, set out below, govern the provision of business solutions provided by Derwent Valley Solutions, its practice of the profession of software development, training and the conduct of its professional relations with other businesses and individuals.

In accepting or continuing a professional assignment or occupation, Derwent Valley Solutions shall always have regard to any factor which may reflect adversely upon its integrity and objectivity in relation to that assignment or occupation.

Derwent Valley Solutions shall both be and appear to be free of any interest which may be regarded, whatever its actual effect, as being incompatible with integrity and objectivity.

Derwent Valley Solutions shall carry out its professional work in accordance with the technical and professional standards expected and shall not undertake or continue professional work which it is not competent to perform unless it obtains such advice and assistance as will enable it competently to carry out its task.

Derwent Valley Solutions and its officers shall conduct themselves in a manner consistent with the good reputation of the profession and refrain from any act or default which is likely to bring discredit to the profession or to themselves in their official capacity.

Derwent Valley Solutions shall respect the confidentiality of information acquired in the course of its work and shall not disclose any such information to a third party without specific authority or unless there is a legal or professional duty to disclose.

CLIENT’S RESPONSIBILITIES

The client shall provide any and all information and materials relevant to the performance of the contracted duties of Derwent Valley Solutions in good order and in good time for such duties to be performed.

TRAINING AIDS

Training aids, charged as part of the service and specific to the client’s business will belong to the client but are not to be used by the client, other than in the course of its business. They must not be sold or reproduced and provided to third parties. Training aids provided by the supplier, which are not specific to the client, remain in the ownership of the supplier.

FEES

The fees charged by Derwent Valley Solutions shall be a fair reflection of the value of the work performed for the client, taking into account the skill and knowledge required for the type of work involved; the level of training and experience of the persons necessarily engaged in the work; the time necessarily occupied by each person engaged in the work; and the degree of responsibility and urgency that the work entails.

CHARGES

Charges and terms of payments will be agreed prior to Derwent Valley Solutions providing the service/s. If any invoice becomes overdue the client’s full outstanding balance with Derwent Valley Solutions becomes due and payable. Derwent Valley Solutions reserves the right to charge interest on overdue invoices at 5% above the base rate in force calculated on a daily basis. Consistent late payment will trigger the requirement for payment in full prior to the supply of further services.

CANCELLATION

Cancellations of software and training may incur charges for restocking or rescheduling. Cancellations within 7 days of the date booked for training or consultancy will incur the full charge. Otherwise, cancellations are accepted with no penalty. Cancellation during the service shall require payment in respect of any work or evaluation undertaken on behalf of the client up to the point of cancellation.

LIABILITY

Derwent Valley Solutions shall not under any circumstances be liable for any indirect or consequential damages however caused.

Derwent ValleySolutions liability in respect of any breach or non-performance of any service or order shall be limited to the refund of the invoice value to which the claim relates.

Whilst Derwent Valley Solutions undertakes to make its best efforts to meet any and all delivery schedules for the contracted service, Derwent Valley Solutions shall not be liable for any loss (including consequential loss or loss of profit) arising either directly or indirectly from any delay in the delivery of the service howsoever caused.

Where any dependencies on client’s staff, information or materials are required in the provision of the service, any expense or cost of additional effort required to meet the contracted delivery schedule consequent on failure to satisfy such requirements will be borne by the client.

In the event that Derwent Valley Solutions is prevented from carrying out its obligations under a contract as a result of any cause beyond its reasonable control, such as, but not limited to, Acts of God, War, Strikes, Flood, Terrorism and Failure of third parties to deliver goods, Derwent Valley Solutions shall be relieved of its obligations and liabilities under such contract of sale for as long as such fulfilment is prevented.

MONEY LAUNDERING

In order to comply with the Money Laundering Regulations 2003 Act, Derwent Valley Solutions require photographic identification and proof of home address for some clients.

MISCELLANEOUS

If any provision is held to be invalid, illegal or unenforceable the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.

Should any Derwent Valley Solutions or third party product be supplied as part of the service, then service should be read as ‘product or service’

Waiver by Derwent Valley Solutions of any of the terms or the granting of time or indulgence by Derwent Valley Solutions to the client shall in no way affect Derwent Valley Solutions rights.

Any notice or demand to be given under the terms of this document shall be in writing and shall be delivered by hand or by guaranteed post.

The laws of England shall apply to these terms and conditions.

The Standard Terms and Conditions are deemed to incorporate these terms and conditions and if contradictory to these terms and conditions these shall prevail.

Software License Agreement

This license agreement is a legal contract between you and Derwent Valley Solutions. When you purchase software, you are purchasing a license — the right to use that software under conditions defined in the license agreement. It is important to read and understand this agreement because it details your rights, the acceptable uses of our software, and the rights Derwent Valley Solutions reserves.

By using Derwent Valley Software, you confirm that you understand and agree to the terms of this license agreement, and that you have the authority to enter into this agreement and bind the licensee identified in the sales receipt. Upon payment in full, Derwent Valley Solutions grants to you a worldwide, time limited perpetual, non-exclusive, non-transferable, revocable, limited license to use our software under the following terms and conditions.

1. Acceptable Uses

The following are allowed by this agreement; you may:

    1a. Use the software for commercial or personal purposes.

    1b. Install and use the software on the number of computers identified on your sales receipt. All computers that can access and/or use the software must be licensed. Concurrent use of the software is permitted. If the software is accessible to more computers than your license permits, concurrent use above the licensed computers is not allowed.

    1c. Install and use the software on one secondary computing device, like a laptop or tablet, per licensed computer identified in section 1b. The person using the secondary device must be the same person using a licensed computer.

2. Restrictions on Use

This agreement expressly prohibits the following; you may not:

    2a. Embed, link, or otherwise include the software in hardware or software. Examples include, but are not limited to: games, mobile apps, desktop apps, ePubs or eBooks, server-side applications, and OEM products or software. 

    2c. Modify the software in an attempt to create a usable, derivative, or substitute version of the software. Under no circumstances may you modify, adapt, translate, reverse engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code of the software or the designs embodied therein. You may not commission or authorise any third party to undertake modifications to the software.

    2d. Store or use the software in a way that makes them accessible to the public or non-licensed third parties. This includes, but is not limited to, distribution of the software through file sharing services and online version control repositories accessible by the public.

    2e. Use the software in the creation of other products. 

    2f. Share the software with independent contractors, freelance employees, or affiliates. This license is for individual users or organisations purchasing for authorised employees only.

If you wish to use the software in a manner not permitted by this license, you must secure i) a separate license from Derwent Valley Solutions, ii) written permission from Derwent Valley Solutions, or iii) a license extension by contacting Derwent Valley Solutions directly, at Derwent Valley Solutions' sole discretion.

3. Rights Reserved

3a. You expressly acknowledge that the software, the designs embodied therein, the trade names and the associated trademarks and copyrights are each the exclusive property of Derwent Valley Solutions. All rights not expressly granted under this agreement are reserved to Derwent Valley Solutions.

3b. You agree that the software and the designs embodied therein are owned by Derwent Valley Solutions and the software's structure, organisation and code are the valuable trade secrets of Derwent Valley Solutions.  You acknowledge that the software is, among other means, protected underUK copyright law, by the copyright and design laws of other nations, and by international treaties.

4. Warranties and Limitations

4a. Except where expressly disclaimed, Derwent Valley Solutions represents and warrants that the software will perform substantially in accordance with the representations made herein. To make a warranty claim, you must notify Derwent Valley Solutions together with a copy of your sales receipt. If the software does not perform substantially in accordance with the representations, Derwent Valley Solutions will work to fix the issue and offer replacements.  If Derwent Valley Solutions  is unable to fix the issue, the entire and exclusive liability and remedy shall be limited to a refund of the license fee you paid for the software. Derwent Valley Solutions and its suppliers do not and cannot warrant the performance or results you may obtain by using the software.

4b. DERWENT VALLEY SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DERWENT VALLEY SOLUTIONS DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNIMPEDED, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE IS WITHOUT DEFECTS. WITHOUT LIMITING THE FOREGOING UNDER NO CIRCUMSTANCES SHALL DERWENT VALLEY SOLUTIONS BE LIABLE TO YOU OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, LOST SAVING, LOSS OF DATA, SLOWING OF TRANSMISSION SPEEDS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF OR THE INABILITY TO USE THE SOFTWARE EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.

4c. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or implied warranties. Any implied warranty or other right created by law is only effective for a ninety (90) day warranty period. There are no warranties or conditions of any kind after the ninety (90) day warranty period. To the extent permissible by law, you agree that all implied warranties are not to be effective for more than thirty (30) days. The terms and conditions of this agreement are contractual in nature.

5. Termination

Any breach of the terms of this Agreement by you shall be cause for immediate termination by Derwent Valley Solutions without the obligation of notice or opportunity to cure. Derwent Valley Solutions shall be entitled to seek any and all remedies under law or equity, including injunctive relief without the obligation of security or bond. You agree to immediately destroy the software and certify that no copy remains in your possession or control. No fees will be refundable upon termination.

6. Choice of Law

You expressly agree that this agreement shall be governed by the laws of the United Kingdom , as they apply to contracts wholly performed therein and without respect to its conflict of laws provisions or the conflict of laws provisions of any other jurisdiction. You expressly submit to the jurisdiction of t United Kingdom courts in the forum selected by Derwent Valley Solutions for the purposes of resolving any dispute arising under this agreement and you expressly waive all defenses arising out of the selection of the jurisdiction and forum and agree to service of derwent Valley Solutions by certified mail, return receipt requested. You hereby expressly agree that the application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This agreement may only be modified in writing, signed by an authorised officer of Derwent Valley Solutions

7. No Other agreements

This agreement represents the complete and exclusive agreement between you and Derwent Valley Solutions and it supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this agreement. No variation of the terms of this agreement or any different terms will be enforceable against Derwent Valley Solutions in the absence of an express written amendment or consent, including a written express waiver of the affected terms of this agreement. If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall continue in full force and effect, and the invalid provision shall be replaced by Derwent Valley Solutions  with a provision that effects the intent of the invalid provision.

8. Miscellaneous

This agreement may be amended by the written agreement of the parties. Derwent Valley Solutions expressly reserves the right to amend or modify future versions of this agreement at any time and without prior notification. The numberings of the various sections are for convenience only and shall not affect or control the interpretation and enforcement of this agreement.

9. Definitions

9b. “You” and “your” are defined as and refer to a customer who has purchased a license to use the software. Distributors, resellers, sub-licensees, original equipment manufacturers (“OEM”), or other buyers purchasing in a wholesale capacity are not covered by this agreement. Derwent Valley Solutions products may not be distributed and/or sold to third parties without prior written consent from Derwent Valley Solutions.

10. Thank You

We thank you for reading this far and taking the time to understand this license agreement! Your support makes this software house possible.

(c) 2023-24 Derwent Valley Solutions

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