Terms & Conditions
1.1 In these Terms, the following words or phrases shall have the meanings set opposite them:
the agreement for the supply of the Services by Condies Tech to the Purchaser, whether set out in writing or
the fees, costs and others payable by the Purchaser to Condies Tech for the Services set out in the Agreement ,
and any additional fees, costs and others payable pursuant to the Agreement including clauses 2.2 and 2.7 of
Condies Tech Solutions Limited;
any disbursements and other reasonable expenses incurred by Condies Tech in the provisions of the Services;
all tangible goods and equipment including Hardware and Software to be supplied under the Agreement;
the hardware (if any) to be supplied under the Agreement;
the other party or parties to the Agreement;
the services (other than Software Support (if any)) to be performed by Condies Tech for the Purchaser to be
supplied under the Agreement (including the provision (if any) of any hardware (the “Hardware”) or
software (the “Software”));
the software programs to be supplied under the Agreement;
the licence granted to the Purchaser by or on behalf of the Software Licensor;
the developer and owner of the Software;
the software support (if any) to be provided by Condies Tech for the Purchaser expressly agreed to be supplied
under the Agreement;
these Terms and Conditions of Business;
between the hours of 9am and 5pm Monday to Friday but excluding any Fife, Scottish or National public or
bank holidays, and the period between Christmas and New Year.- 6 –
2. Services, Software Support and Property
2.1 Unless Condies Tech and the Purchaser have entered into a formal written agreement set out in one of
Condies Tech’s “Confirmation”, the provision of the Services will be regulated by these Terms. If any additional
services are provided by Condies Tech, these Terms will regulate that provision, and the Charges will be
calculated in accordance with the charges of Condies Tech prevailing at that time.
2.2 Condies Tech will provide the Services to the Purchaser. Any addition to, reduction in or variation of the
Services will, unless otherwise agreed in writing, be subject to further Charges.
2.3 Unless otherwise agreed in writing between the parties the Services will be provided during the Working
2.4 Condies Tech may, in the course of providing the Services and/or Software Support, advise the Purchaser
that additional Software should be installed onto the Purchaser’s computer network or other action be taken
by the Purchaser. For the avoidance of doubt, if the Purchaser decides not to install any such Software or the
Purchaser does not take the action advised by Condies Tech, Condies Tech will not be liable to the Purchaser for
any loss or damage suffered by the Purchaser as a result of the Software not being installed or Condies Tech’s
advice not being actioned by the Purchaser.
2.5 If expressly agreed to be supplied under the Agreement, Condies Tech will provide the Purchaser with the
2.6 Software Support does not include the diagnosis and rectification of any fault, or otherwise providing
any Services, resulting from:
2.6.1 the improper use, operation or neglect of the Software;
2.6.2 any repair, adjustment, alteration or modification of the Software or the Hardware by any person other
than Condies Tech without Condies Tech’s prior written consent;
2.6.3 the use of the Software or Hardware other than in accordance with the directions of the manufacturer
or the recommendations of Condies Tech;
2.6.4 failure by the Purchaser to implement existing Condies Tech recommendations in respect of faults,
underperformance, or solutions;
2.6.5 failure by the Purchaser to back-up its data; or
2.6.6 any breach by the Purchaser of any of its obligations under any maintenance agreement in respect of
2.7 Condies Tech will upon request by the Purchaser provide Software Support notwithstanding that the fault or
underperformance results from any of the circumstances described in clause 2.6. Condies Tech will in such
circumstances be entitled to make additional Charges for such Software Support.
2.8 Risk in any Goods provided by or on behalf of Condies Tech shall pass to the Purchaser on delivery.
2.9 Ownership of any Goods provided by or on behalf of Condies Tech shall not pass to the Purchaser until the
Charges in respect of the Goods has been paid in full by the Purchaser, and the Purchaser shall hold such
Goods in trust for Condies Tech until such payment in full has been received.
2.10 In relation to any Goods provided under the Agreement, Condies Tech will, so far as Condies Tech is legally
able to do so, transfer to the Purchaser the benefit of any manufacturers’ or suppliers’ express or implied
warranties or guarantees provided to Condies Tech whether in relation to the fitness for purpose or otherwise.
2.11 Without prejudice to any other exclusion or limitation of liability in these Terms including those in
clause 9, Condies Tech will not be liable for any loss or damage suffered by the Purchaser where the Purchaser
could have recovered that loss or damage under any manufacturers’ or suppliers’ express or implied
warranties or guarantees.
3. Data Back-up
While providing the Services (including the Software Support (if any)) Condies Tech may access (including
remotely) the Purchaser’s computer network and may impair the performance of that network, or
inadvertently damage or lose any data stored upon it. To minimise any such damage or loss, the Purchaser
undertakes that it will back-up all data stored on its computer network at least once every 24 hours, (and
check every 24 hours that the back-up has been successfully complete). Purchasers are required to operate a
minimum of five Back-ups. If provided as a Service, Condies Tech undertake to repair a Data Back-up problem
within a reasonable timescale. More than one attempt over the course of more than one day may be required
to effect a repair. Any data added after the Data Back-up requiring repair will not be the subject of a Data
Back-up itself and will be lost in the event of a further fault arising. It is the sole responsibility of the
Purchaser to ensure that all Data Back-ups are stored off-site.
4. Existing Hardware and Software Problems
The Purchaser warrants and confirms that at the time of entering into the Agreement all existing hardware
and software problems have been notified to Condies Tech in writing.
5. Charges and Payment
5.1 The Purchaser will pay the Charges to Condies Tech. All Charges are exclusive of any Value Added Tax (if
applicable), for which the Purchaser will be additionally liable at the applicable rate from time to time.
5.2 The Charges are reviewed annually each April. The Purchaser will be informed in advance of any
increase to the Charges being implemented.
5.3 Condies Tech will invoice the Purchaser for all Goods provided under the Agreement (the “Goods Invoice”).
Payment of any Goods Invoice should be made prior to or on delivery of the Goods that it relates to. For the
avoidance of any doubt Condies Tech will not be obliged to install or modify any Goods provided under the
Agreement until those Goods have been paid for.
5.4 Condies Tech will invoice the Purchaser for the Charges and any Expenses on or before the end of each
month in which Condies Tech have provided the Services or incurred Expenses.
5.5 Payment of all invoices (other than any Goods invoice) issued under the Agreement should be made
within thirty days of the date of the invoice.
5.6 If the Purchaser (acting in good faith) has a query in respect of any invoice, they shall be bound to
submit such query to Condies Tech in writing within ten working days of the date of the invoice, failing which
the invoice will be deemed to have been agreed. To the extent that any invoice is so queried, the parties will
endeavour to resolve the query in good faith and, in any event, before the end of the month in which the
invoice is submitted. Any balance of the invoice which is not the subject of a any query shall be duly paid in
accordance with clause 5.5.
5.7 The Charges are calculated on the assumption that payment is made in accordance with these Terms. If
payment is not made on time, or in full, Condies Tech may:
5.7.1 charge the Purchaser an administration fee and interest on the outstanding balance, from the thirtieth
day after the date of invoice until payment, in accordance with the Late Payment of Commercial Debts
(Interest) Act 1998; and
5.7.2 if a debt collection agency is used to recover the payment due, charge the Purchaser any additional
collection fees, administration fees and interest incurred.
5.8 In addition, if any invoice is not settled on time by the Purchaser, the directors, partners or members of
the Purchaser will each be personally liable (what is known as joint and several liability) for the outstanding
Charges, including any collection fees, administration fee and interest.
5.9 Except pursuant to clause 5.6, the Purchaser will not be entitled to set-off, compensate, retain, withhold,
abate or otherwise retain performance of its obligations (including but not limited to payment) for any
The Purchaser will reimburse Condies Tech for any Expenses incurred. For the avoidance of any doubt any
travel or subsistence costs incurred by Condies Tech in providing the Services will be treated as Expenses.
7. Intellectual Property Rights (including copyright)
7.1 The Software is licensed to the Purchaser strictly in terms of the relevant exhaustive Software Licence
by the Software Licensor. For the avoidance of any doubt, no such licence will be granted (or deemed to be
granted) until the Charges have been paid in full.
7.2 The Software, including any manuals or other documentation produced by the Software Licensor (the
“Software Material”), may contain confidential and/or proprietary information of the Software Licensor. All
copyright, trademarks and other intellectual property rights in the Software Material is and will remain the
exclusive property of the Software Licensor and may only be used under the terms of the relevant Software
Licence. All documentation, information and other materials (including all training manuals) produced by
Condies Tech (the “Condies Tech Materials”) may contain confidential and/or proprietary information of Condie
IT. All copyright, trademarks and other intellectual property rights in the Condies Tech Material is and will
remain the exclusive property of Condies Tech and may only be used in accordance with the Agreement.
7.3 Notwithstanding the generality of the foregoing, and in relation to both the Software Materials and the
Condies Tech Materials (the “Materials”), the Purchaser will not:
7.3.1 reverse compile or adapt all or any part of the Materials;
7.3.2 assign, transfer, sell, lease, license, rent, charge or otherwise use, deal in or encumber the Materials or
use thereof either for itself or on behalf of any third party or make available the Materials to any third party;
7.3.3 remove or alter any copyright or other proprietary notice on any of the Materials; or
7.3.4 reproduce or copy the Materials.
8. Assignation and Sub-licensing
8.1 The Purchaser may not assign, sub-license or otherwise transfer its rights and obligations under the
Agreement without the prior written consent of Condies Tech.
8.2 Any assignation, sub-licence or other transfer of rights and obligations under any Software Licence will
be governed by the relevant Software Licence.
8.3 Condies Tech may assign its rights and obligations under the Agreement provided notice of assignation is
given to the Purchaser.
9. Exclusion and Limitation of Liability
9.1 Nothing contained in the Agreement limits Condies Tech’s liability for negligence resulting in death or
9.2 Condies Tech will not be liable to the Purchaser or be deemed to be in breach of the Agreement for any loss,
damage, costs, expenses or other claims for compensation arising from any information supplied, or
instruction given, by the Purchaser which is incomplete, incorrect, inaccurate, illegible, out of sequence or in
the wrong form, or arising from its late arrival or non-arrival, or arising from any other fault of the
9.3 Condies Tech will not be liable to the Purchaser or be deemed to be in breach of the Agreement by reason of
any delay in performing, or any failure to perform, any of Condies Tech’s obligations, if the delay or failure was
due to any cause beyond Condies Tech’s reasonable control. Without prejudice to the generality of the foregoing
Condies Tech will not be liable to the Purchaser or be deemed to be in breach of the Agreement for any loss,
damage, costs, expenses or other claims for compensation arising from any hardware or software failure
where said failure was due to any cause beyond Condies Tech’s reasonable control. In particular Condies Tech
will not be liable should all of the Purchaser’s Data Back-ups fail to restore.
9.4 Condies Tech will not be liable to the Purchaser or be deemed to be in breach of the Agreement if, other
than as a result of any malicious or reckless act of Condies Tech, any loss or damage is caused to any data of the
Purchasers or any third party.
9.5 In respect of any:
9.5.1 representation (unless fraudulent),
9.5.2 implied warranty, condition or other term,
9.5.3 duty at common law (including but not limited to liability for negligence), or
9.5.4 duty under the Agreement,
Condies Tech will not be responsible for any loss of profit; legal and management fees or expenses; or, indirect,
special or consequential loss suffered by the Purchaser or any agent, customer or supplier of the Purchaser.
9.6 Without limiting clause 9.1 in any way, Condies Tech’s entire and remaining liability under or in connection
with any breach of the Agreement, and other than as actually excluded by clauses 9.2, 9.3, 9.4 or 9.5, will
not exceed the amount of the Charges actually paid by the Purchaser to Condies Tech during the previous
9.7 If any provision of this clause 9 is held by any court or other competent authority to be invalid or
unenforceable in whole or in part, such provision shall be divisible from the Agreement and shall be deemed
to be deleted, provided always that if such deletion substantially affects or alters the commercial basis of the
Agreement, the parties agree to amend and modify the provisions of the Agreement so as to achieve so far as
possible the same economic effect without rendering the Agreement so amended or modified illegal, invalid
or unenforceable. The validity of the other provisions of the Agreement and the remainder of the provision
in question shall not be affected.
10. Termination and Effect of Termination
10.1 Condies Tech may terminate the Agreement immediately by written notice if the Purchaser:
10.1.1 is in breach of the Agreement or any other agreement with Condies Tech; or
10.1.2 is apparently insolvent or makes any composition or arrangement with its creditors or has an
application made for the appointment of an administrator or has a petition for a winding up order presented
or has a resolution for voluntary winding up passed or has a receiver of its business appointed or has
possession taken by or on behalf of any creditor of any property that is subject to a charge or has diligence
executed against it whether on the dependence of an action or in the execution of any decree.
The Purchaser will on demand and regardless of whether or not the Agreement has been terminated under
clause 10.1 indemnify Condies Tech on a full indemnity basis against all liabilities, loss, damages, costs and
expenses (including legal and management fees/expenses; any loss of profit and all indirect, special or
consequential losses) awarded against or incurred or paid by or suffered by Condies Tech as a direct or indirect
result of any breach by the Purchaser of any provisions (express or implied) of the Agreement.
12. Entire Agreement
The Agreement constitutes the entire agreement between the parties in respect of its subject matter and
supersedes any previous agreement or understanding in respect of its subject matter and may not be varied
except in writing between the parties. All other terms and conditions express or implied by statute or
otherwise, are excluded to the fullest extent permitted by law, and neither party is relying on any
representation other than expressly set out in writing in the Agreement.
13. Data Protection
13.1 Condies Tech may record information about the Purchaser, its officers and its employees. Condies Tech may
use this information to assist it in providing the Services and other information which Condies Tech think may
be of interest. Please notify Condies Tech if doing so would be unwelcome.
13.2 If in the course of providing the Services Condies Tech processes data, as defined in the Data Protection
Act 1988, Condies Tech will comply with its obligations under this Act.
Neither Party will disclose or use, or cause to be disclosed or used, at any time during or subsequent to the
Agreement, otherwise than as permitted under the Agreement, any secret or confidential information of the
other Party or any other non-public information relating to the business, financial or other affairs of the other
Party acquired under the Agreement.
Scots law will apply to the Agreement, and the parties agree to submit to the non-exclusive jurisdiction of
the Scottish courts.