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West Cloud Contact Services Standard Terms of Sale

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1.0 Interpretation

1.1 In these Conditions the following words have the following meanings:
West Cloud Contact Services, Ltd. means West Cloud Contact Services, Ltd. Software Limited (registered number 3637644, VAT number GB705337060 registered office Solutions House, Meridian East, Leicester LE19 1TP.
Conditions means the standard terms and conditions set out in this document

“Contract”
means the contract between West Cloud Contact Services, Ltd. and the Customer for the sale and purchase of the Goods and/or the Services as the case shall be.

“Documentation”
means the manuals and any other items of documentation for use in connection with the Equipment and/or the Software.

“Customer”
means the person(s) or company whose order for the Goods or Services is accepted by West Cloud Contact Services, Ltd.

“Equipment”
means the items of equipment which West Cloud Contact Services, Ltd. is to supply in accordance with these Conditions.

“Goods”
means any item(s) of Equipment and/or Software supplied by West Cloud Contact Services, Ltd. in accordance with these Conditions.

“Place of Use”
means that part of the Customer’s premises to which the Equipment is to be delivered or to be delivered and installed as the case may be.

“Purchase Price”
means the price stated in any price list, or written quotation or tender submitted by West Cloud Contact Services, Ltd. or on West Cloud Contact Services, Ltd.’s acknowledgement of order and shall be exclusive of any applicable value added tax or other sales tax which the Customer shall be additionally liable to pay to West Cloud Contact Services, Ltd. as appropriate.

“Services”
means the installation of the Goods, consultancy, development, training and technical support services.

“Software”
means any software supplied by West Cloud Contact Services, Ltd. in accordance with these Conditions

“Take Over”
means either the date upon which West Cloud Contact Services, Ltd. notifies the Customer that the Equipment is in working order or the date upon which the Customer commences use of the Equipment whichever is the earlier.

1.2 Any reference in these Conditions to the neuter includes the masculine and feminine and any reference to the singular includes the plural and vice versa if the context so requires.

1.3 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

1.4 The headings to Conditions in this Contract are for convenience only and shall not affect their construction.

2.0 Basis of the Sale

2.1 Subject to any variation under Condition 2.7 these Conditions form part of the Contract to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document).

2.2 Each order for the Goods or Services by the Customer from West Cloud Contact Services, Ltd. shall be deemed to be an offer by the Customer to purchase subject to these Conditions.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, specification or similar document will form part of this Contract simply as a result of a reference to such document in this Contract.

2.4 Any advice or recommendation given by West Cloud Contact Services, Ltd. or its employees or agents to the Customer or the Customer’s employees or agents as to the storage, application, use or suitability of the Goods for the needs of the Customer which is not confirmed in writing by West Cloud Contact Services, Ltd. is followed or acted upon entirely at the Customer’s own risk and accordingly West Cloud Contact Services, Ltd. shall not (unless the advice was fraudulent) be liable for any such advice or recommendation which is not so confirmed.

2.5 Save as otherwise agreed in writing the Customer shall be responsible for ensuring that the Goods are suitable for the needs of the Customer.

2.6 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer order acknowledgement invoice or other document or information issued by West Cloud Contact Services, Ltd. shall be subject to correction without any liability on the part of West Cloud Contact Services, Ltd..

2.7 Any variation to these Conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by a director of West Cloud Contact Services, Ltd..

3.0 Orders and Specifications

3.1 No order submitted by the Customer shall be deemed to be accepted by West Cloud Contact Services, Ltd. unless and until a written acknowledgement of order is issued by West Cloud Contact Services, Ltd. or (if earlier) West Cloud Contact Services, Ltd. delivers the Goods or Services to the Customer.

3.2 The Customer must ensure that the terms of its order (including any applicable specification) are complete and accurate and is responsible for giving West Cloud Contact Services, Ltd. any necessary information relating to the Goods or Services within a sufficient time to enable West Cloud Contact Services, Ltd. to perform the Contract in accordance with its terms.

3.3 The quantity quality and description of and any specification for the Goods shall be those set out in West Cloud Contact Services, Ltd.’s written quotation or tender (if accepted by the Customer) or in West Cloud Contact Services, Ltd.’s order acknowledgement.

3.4 West Cloud Contact Services, Ltd. reserves the right to make any changes in the specification of the Goods which do not materially affect the performance of the Goods.

3.5 Save as provided in Condition 4.4 below no order which has been accepted by West Cloud Contact Services, Ltd. may be cancelled by the Customer except with the agreement in writing of West Cloud Contact Services, Ltd. and on terms that the Customer shall indemnify West Cloud Contact Services, Ltd. in full against all loss (including loss of profit) costs (including the cost of all labor and materials used) damages charges and expenses (in each case whether direct or indirect) suffered or incurred by West Cloud Contact Services, Ltd. as a result of such cancellation.

3.6 The Customer is responsible for ensuring that its operating environment conforms to the minimum requirements set out by West Cloud Contact Services, Ltd. at the time of sale in order that West Cloud Contact Services, Ltd. may carry out the Services or install the Goods purchased by the Customer. West Cloud Contact Services, Ltd. shall have no responsibility for extra expenses the Customer may incur by reason of having to install sub-base environment equipment, and the Customer shall accept all such charges that may ensue as a result.

3.7 All drawings, descriptive matter, specifications and advertising issued by West Cloud Contact Services, Ltd. and any descriptions or illustrations contained in West Cloud Contact Services, Ltd.’s (or any manufacturer’s) catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them. They will not form part of this Contract.

4.0 Price

4.1 The price payable by the Customer shall be the Purchase Price.

4.2 Until an order has become binding on West Cloud Contact Services, Ltd., that is when any written quotation or tender has been accepted by the Customer or the order acknowledgement has been signed by and on behalf of West Cloud Contact Services, Ltd. the Purchase Price shall be subject to change without prior notice.

4.3 In the case of a written quotation or tender the Purchase Price set out shall remain fixed for a period of one month upon the expiry of which the Purchase Price may be subject to change.

4.4 Where an order has become binding on West Cloud Contact Services, Ltd. as provided in Condition 4.2 above if the Goods shall include items supplied to the Customer at a price listed in West Cloud Contact Services, Ltd.’s standard price list West Cloud Contact Services, Ltd. may vary the Purchase Price to include any change in the standard price list provided that the Customer shall have been notified in writing before delivery of the Goods. Where such change results in any increase in the Purchase Price the Customer shall have the right (at no cost) to cancel the Contract by giving notice in writing to West Cloud Contact Services, Ltd. at any time before delivery of the Goods.

4.5 West Cloud Contact Services, Ltd. reserves the right by giving written notice to the Customer at any time before delivery of the Goods to increase the Purchase Price to reflect any increase in the cost to West Cloud Contact Services, Ltd. which is due to any factor beyond the control of West Cloud Contact Services, Ltd. (such as without limitation any foreign exchange fluctuation currency regulations alteration of duties significant increase in the costs of labor materials or other costs of manufacture any change in delivery dates quantities or specifications for the Goods which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give West Cloud Contact Services, Ltd. adequate information or instructions).

4.6 The Purchase Price is given on the basis that delivery will be madeEx Works – (West Cloud Contact Services, Ltd.’s premises) (Incoterms 2000) and where delivery is to be made other than at West Cloud Contact Services, Ltd.’s premises the Customer shall pay West Cloud Contact Services, Ltd.’s charges for export duties, transport, packaging, loading, unloading and insurance in addition when it is due to pay for the Goods.

4.7 Where Services such as training are ordered, the Customer acknowledges that West Cloud Contact Services, Ltd. may incur additional costs should those services subsequently be re-scheduled and that the Customer shall be liable for such additional charges.

4.8 Where a Customer has been offered and agreed special discounts in return for early settlement on committed payment dates or delivery milestones, and such terms are not met, the Customer shall be invoiced and shall pay 20% of the value of the early settlement discount on the total order value for each week or part thereof that payment for any given such milestone is not met, up to the full value of the discount provided.

5.0 Terms of Payment

5.1 West Cloud Contact Services, Ltd. shall be entitled to invoice the Customer for the Purchase Price before, on or after delivery or deemed delivery of the Goods or performance of the Services.

5.2 Unless the Customer has completed a West Cloud Contact Services, Ltd. credit account application form and received written confirmation from West Cloud Contact Services, Ltd. of approval of this application, the Customer shall pay the Purchase Price of the Goods in advance of the date of delivery of the Goods . In the event that the Customer has a credit account, the Customer shall pay the purchase price of the Goods within 30 days of the date of West Cloud Contact Services, Ltd.’s invoice.

5.3 Payment for any Services (including training) shall be due in full in advance of the provision of such Services, whether or not the Customer has a credit account.

5.4 Payment shall be made in pounds sterling by bank transfer to the account of West Cloud Contact Services, Ltd. Management Ltd at the Bank of Scotland, Leicester; sort code 12-08-81 account number 06029544 or such other bank as West Cloud Contact Services, Ltd. may nominate.

5.5 Time for payment shall be of the essence.

5.6 No payment shall be deemed to have been received until West Cloud Contact Services, Ltd. has received cleared funds

5.7 If the Customer fails to make any payment on the due date then without prejudice to any right or remedy available to West Cloud Contact Services, Ltd., West Cloud Contact Services, Ltd. shall be entitled to:-

5.7.1 Charge the Customer interest (both before and after judgment) on the amount unpaid at the annual rate of 8% above the official dealing rate of the Bank of England from time to time until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).

5.7.2 Suspend, delay or withhold delivery under the Contract or cancel any other contract between West Cloud Contact Services, Ltd. and the Customer and retain any progress payments or payments on account already received under the Contract or under any other contract between West Cloud Contact Services, Ltd. and the Customer.

5.8 West Cloud Contact Services, Ltd. may appropriate any payment made by the Customer to West Cloud Contact Services, Ltd. to such of the Goods and/or Services as West Cloud Contact Services, Ltd. thinks fit despite any purported appropriation by the Customer.

5.9 The Customer shall not be entitled to make any deductions from any sums due to West Cloud Contact Services, Ltd. whether by way of set-off, counterclaim or otherwise and whether under the Contract or any other contract, agreement or arrangement between West Cloud Contact Services, Ltd. and the Customer.

6.0 Telecommunications

6.1 Where the Equipment is to be connected to a telecommunications network or a circuit run by West Cloud Contact Services, Ltd. or a third party (the “Network” ) the Customer shall be responsible for:

6.1.1 obtaining all necessary consents of the owner of the Network (the “Owner” ) for the connection of the equipment to the Network;

6.1.2 purchasing and installing all equipment necessary to make the said connection to the Network;

6.1.3 paying all charges from time to time levied by the Owner for connection to the Network;

6.1.4 at all times complying with such technical and other regulations that the Owner shall impose as a condition of connection to the Network.

6.2 West Cloud Contact Services, Ltd. will use all reasonable endeavors to ensure that the Equipment has been approved by the Secretary of State for Trade and Industry or any person to whom he has delegated his powers (the “Authority” ) for connection to the Network but reserves to itself the right to make such alterations modifications or additions to the Equipment at the Customer’s expense that the Authority may require as a continuing condition of such approval.

6.3 West Cloud Contact Services, Ltd. shall not be liable for any loss or damage resulting from the acts or omissions of the Owner or the breach by the Customer of its obligations under clause 6.1.

6.4 Installation of the Equipment under the Contract does not include connection to the Network.

7.0 Place of Use

7.1 The Customer shall at its own expense:

7.1.1 obtain all necessary consents for the installation and use of the Equipment including any planning or building regulations consents which may be required for the alteration to the Place of Use or any other building or premises of the Customer;

7.1.2 ensure that any floor loading limits will not be exceeded;

7.1.3 provide a suitable environment accommodation and foundations for the Equipment including all necessary trunking conduits and cable trays in accordance with installation standards;

7.1.4 provide such electric power as shall be required by West Cloud Contact Services, Ltd. for the purposes of installing, testing and maintaining the Equipment;

7.1.5 provide a suitable and safe working environment for West Cloud Contact Services, Ltd. personnel;

7.1.6 prepare the Place of Use in advance of the installation of the Equipment which shall include the taking up or removal of any fitted or fixed floor covering, ceiling tiles, suspended ceilings, partition covers or any other necessary alterations to the Customer’s premises.

7.2 West Cloud Contact Services, Ltd. shall have no liability to the Customer in respect of late or partial delivery where the same results from the Customer’s failure to prepare the Place of Use in accordance with Condition 7.1 above in a timely manner.

8.0 Access

8.1 The Customer shall provide West Cloud Contact Services, Ltd. at all reasonable times with full and convenient access to the Place of Use and any other premises of the Customer for the purpose of carrying out West Cloud Contact Services, Ltd.’s obligations under this Contract. Such access will normally only be required during the Customer’s usual working hours but West Cloud Contact Services, Ltd. may upon prior written notice to the Customer require the Customer to provide access at other times. Where the Customer requires West Cloud Contact Services, Ltd. to work outside the usual working hours of the Customer the Customer shall pay to West Cloud Contact Services, Ltd. over and above the Purchase Price such reasonable charges as West Cloud Contact Services, Ltd. shall incur in complying with any such request.

8.2 All employees of West Cloud Contact Services, Ltd. shall observe the Customer’s reasonable site regulations which shall have been previously advised in writing by the Customer to West Cloud Contact Services, Ltd.. In the event of any conflict between such site regulations and these Conditions the latter shall prevail.

9.0 Delivery/Take Over

9.1 Delivery of the Goods shall take place at West Cloud Contact Services, Ltd.’s premises unless some other place of delivery is agreed by West Cloud Contact Services, Ltd. in writing.

9.2 West Cloud Contact Services, Ltd. shall notify the Customer when the Goods are ready for delivery.

9.3 The Goods shall be delivered by such means as West Cloud Contact Services, Ltd. thinks fit unless the Customer specifies in its order the details of a contract with a carrier which it reasonably requires having regard to the nature of the Goods and the other circumstances of the case. The carrier shall be deemed to be the Customer’s agent except for the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979.

9.4 Delivery of the Goods shall be accepted at any time of day.

9.5 Subject to the other provisions of these Conditions West Cloud Contact Services, Ltd. will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of the Goods (even if caused by West Cloud Contact Services, Ltd.’s negligence).

9.6 If the Customer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licenses or authorizations required to enable the Goods to be delivered in time (except because of West Cloud Contact Services, Ltd.’s fault):-

9.6.1 risk in the Goods will pass to the Customer (including for loss or damage caused by West Cloud Contact Services, Ltd.’s negligence);

9.6.2 the Goods will be deemed to have been delivered; and

9.6.3 without prejudice to its other rights West Cloud Contact Services, Ltd. may:-

9.6.3.1 store or arrange for the storage of the Goods until actual delivery or sale and charge the Customer for all related costs and expenses (including storage and insurance)

9.6.3.2 sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Customer for any shortfall below the price under this Contract.

9.7 Where appropriate the Customer will provide at its expense adequate and appropriate equipment and manual labor for off loading the Goods.

9.8 Where the Services form part of the Contract West Cloud Contact Services, Ltd. shall carry out any tests which in its absolute discretion may be necessary to ensure that any equipment is in working order.

9.9 Any minor faults which do not materially affect the performance of the Equipment shall not prevent Take Over by the Customer provided that such minor faults shall be remedied by West Cloud Contact Services, Ltd. within a reasonable time.

9.10 Non delivery:

9.10.1 the quantity of any consignment of Goods as recorded by West Cloud Contact Services, Ltd. upon dispatch from West Cloud Contact Services, Ltd.’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence to the contrary.

9.10.2 West Cloud Contact Services, Ltd. shall not be liable for any non-delivery of Goods (even if caused by West Cloud Contact Services, Ltd.’s negligence) unless written notice is given to West Cloud Contact Services, Ltd. within 4 days of the date when the Goods would in the ordinary course of events have been received.

9.10.3 any liability of West Cloud Contact Services, Ltd. for the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata rate against any invoice raised for such Goods.

9.10.4 a signature of qualified acceptance on a carrier’s delivery note shall not be written notice to West Cloud Contact Services, Ltd. for the purposes of these Conditions.

10.0 Risk and Property

10.1 Risk of damage to or loss of Goods shall pass to the Customer at the time of delivery or deemed delivery to the Customer or its agent ( subject to Condition 9.6)and subject to any deterioration in the Goods necessarily incident to the course of transit passing to the Customer.

10.2 Property in the Goods shall not pass to the Customer until West Cloud Contact Services, Ltd. has received in full (in cash or cleared funds) all sums due to it in respect of :-

10.2.1 the Goods; and

10.2.2 all other sums which are or which become due to West Cloud Contact Services, Ltd. on any account.

11.0 Limited Warranty:

11.1 Subject to the limitations upon its liability set out in Condition 12 below West Cloud Contact Services, Ltd. warrants to the Customer that:-

11.1.1 subject to Conditions 11.5 and 11.6 the Equipment shall for a period of 12 months either from the date of delivery or Take Over (whichever shall be the later) be of satisfactory quality; and

11.1.2 it will perform the Services with reasonable care and skill.

11.2 The warranty in Condition 11.1 above is given by West Cloud Contact Services, Ltd. subject to the following Conditions:

11.2.1 the Customer has properly kept used and maintained the Equipment in strict accordance with any instructions of the manufacturer or West Cloud Contact Services, Ltd. and has not modified the Equipment except with the prior written consent of West Cloud Contact Services, Ltd.;

11.2.2 the Customer has made no further use of the Equipment after discovering any defect

11.2.3 the Customer has not altered or repaired the Equipment without the prior written consent of West Cloud Contact Services, Ltd..

11.2.4 West Cloud Contact Services, Ltd. shall be under no liability in respect of any defect in the Equipment arising from any design or specification supplied by the Customer;

11.2.5 West Cloud Contact Services, Ltd. cannot guarantee that the Software or emails sent by West Cloud Contact Services, Ltd. will be free of all known viruses or malicious code. The Customer is therefore advised to carry out appropriate virus and other checks.

11.2.6 in the case of delivery only the Customer shall be required to return defective Equipment to West Cloud Contact Services, Ltd. unless West Cloud Contact Services, Ltd. otherwise agrees in writing.

11.3 The Customer shall afford West Cloud Contact Services, Ltd. all facilities requested by West Cloud Contact Services, Ltd. to enable it to investigate any alleged breach of warranty.

11.4 If the Customer makes a valid claim against West Cloud Contact Services, Ltd. based on a defect in the quality of the Goods West Cloud Contact Services, Ltd. shall at its option:-

11.4.1 repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata contract rate provided that if West Cloud Contact Services, Ltd. so requests the Customer shall at the customer’s expense return the Goods or such part of the goods as is defective to West Cloud Contact Services, Ltd.; or

11.4.2 if West Cloud Contact Services, Ltd. has not manufactured the Goods or the part of the Goods which is defective at the Customer’s request assign to the Customer such assignable rights (if any) as West Cloud Contact Services, Ltd. has against its own supplier of the Goods or the relevant part of the Goods.

11.5 The warranty set out in Condition 11.1 above excludes the Software and West Cloud Contact Services, Ltd. does not warrant that the Software shall be free of all defects or that its use will be uninterrupted. In particular the Customer acknowledges that access to the Software, to the extent it is provided prior to West Cloud Contact Services, Ltd. receiving payment in full for the Software will be restricted by the use of certain temporary key codes, which will expire in the event that payment is not received in full. The key codes may also restrict access to certain functionality in the Software. Once payment in full has been received by West Cloud Contact Services, Ltd., more permanent key codes will be issued by West Cloud Contact Services, Ltd., to last for the duration of the relevant contract.

11.6 West Cloud Contact Services, Ltd. reserves the right to make a reasonable charge for any visit to any premises of the Customer which is made at the request of the Customer where either no defect is discovered or the defect is not covered by the warranty set out in Condition 11.1 above.

12.0 Limitation of Liability

12.1 Subject to Conditions 11.1 and 11.5 and to the maximum extent permissible in law, all conditions and warranties which are to be implied by statute or otherwise by general law into this Contract or relating to the Goods and/or Services are hereby excluded.

12.2 West Cloud Contact Services, Ltd.’s charges to the Customer are determined on the basis of the exclusions from and limitations of liability contained in this Contract. The Customer expressly agrees that these exclusions and limitations are reasonable because of (amongst other matters) the likelihood that the amount of damages awardable to the Customer for a breach by West Cloud Contact Services, Ltd. of these Conditions may be disproportionately greater than the price of the Goods or Services. West Cloud Contact Services, Ltd. is willing to arrange for additional insurance cover to enable West Cloud Contact Services, Ltd. to take on the burden of additional liability to the Customer provided that the Customer pays West Cloud Contact Services, Ltd. a commensurately higher price for the Goods or Services. If the Customer wishes West Cloud Contact Services, Ltd. to obtain a quotation for additional insurance cover accordingly the Customer should notify West Cloud Contact Services, Ltd. prior to this Contract being entered into.

12.3 The following provisions in this Condition 12 set out West Cloud Contact Services, Ltd.’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer in respect of:

12.3.1 a breach of West Cloud Contact Services, Ltd.’s contractual obligations;

12.3.2 a tortious act or omission of West Cloud Contact Services, Ltd. (including negligence) for which West Cloud Contact Services, Ltd. is liable; or

12.3.3 an action arising out of a misrepresentation by or on behalf of West Cloud Contact Services, Ltd.

12.4 the total liability which West Cloud Contact Services, Ltd. shall owe to the Customer and in respect of all claims shall not exceed the contract price or the sum of £5,000, whichever is the lesser.

12.5 West Cloud Contact Services, Ltd. shall not be liable to the Customer for any of the following heads of loss (in each case whether direct or indirect):

12.5.1 Loss of profit or revenue;

12.5.2 Loss of business;

12.5.3 Pure economic loss;

12.5.4 Loss of data;

12.5.5 Any losses arising as a result of a third party bringing a claim against the Customer.

12.6 West Cloud Contact Services, Ltd. shall in no circumstances be liable to the Customer for any special, consequential or indirect Loss however arising.

12.7 the Customer shall only be entitled to bring a claim against West Cloud Contact Services, Ltd. where the Customer issues legal proceedings against West Cloud Contact Services, Ltd. within the period of 6 months commencing on the date this Contract was made.

12.8 Notwithstanding anything to the contrary in these Conditions West Cloud Contact Services, Ltd.’s liability to the Customer for fraud or for death or personal injury resulting from the negligence of West Cloud Contact Services, Ltd., its employees, agents or sub-contractors shall not be limited, save that nothing in this Condition 12 shall confer a right or remedy upon the Customer to which the Customer would not otherwise be entitled.

12.9 The exclusions from and limitations of liability set out in this Condition 12 shall be considered severably. The invalidity or unenforceability of any one Condition, sub- clause, paragraph or sub-paragraph shall not affect the validity or enforceability of any other part of this Condition.

12.10 The provisions of this Condition 12 shall survive the termination of the whole or a part of this Contract.

13.0 Intellectual Property Rights

13.1 All copyright, database right, trademarks and other intellectual property rights in the Goods, Services and Documentation shall remain the exclusive property of West Cloud Contact Services, Ltd. or any licensor of West Cloud Contact Services, Ltd. or the manufacturer of the Goods if not West Cloud Contact Services, Ltd..

13.2 West Cloud Contact Services, Ltd. shall grant to the Customer a non-exclusive non-assignable license to use the Software on West Cloud Contact Services, Ltd.’s terms, subject to the observance of the following conditions:

13.2.1 the Customer shall not reproduce the Software save to the extent that it is strictly necessary for back-up purposes;

13.2.2 the reproduction permitted under Condition 13.3.1 above shall be in object code form only;

13.2.3 the Customer shall keep the Software and Documentation and any key codes or passwords used to access the Software confidential and any disclosure of the Software and Documentation shall only be made to the extent that it is strictly necessary ;

13.2.4 the Customer shall be solely responsible for ensuring that the terms of this Condition

13.3 are fully observed and that any of its employees agents or any other persons are permitted access to the Software and Documentation only to the extent that it is strictly necessary.

13.2.5 The Customer shall pay the Purchase Price to West Cloud Contact Services, Ltd. and West Cloud Contact Services, Ltd. reserves the right to terminate the Customer’s use of the Software in the event that the Purchase Price is not paid by the due date. To the extent access is dependent upon temporary key codes, these are liable to expire (meaning that the customer will no longer be able to access the Software) if payment in full is not received by the due date.

13.3 No modifications to the Software shall be made by the Customer without the prior written consent of West Cloud Contact Services, Ltd. and all copyright trademarks and other intellectual property rights in any permitted modifications shall vest in West Cloud Contact Services, Ltd. or any licensor of West Cloud Contact Services, Ltd..

13.4 The Customer shall sign any agreement reasonably required by West Cloud Contact Services, Ltd. or any licensor of West Cloud Contact Services, Ltd. for the purpose of protecting the Software.

13.5 The Customer shall take all such steps as shall be necessary to protect the copyright in the Documentation and without prejudice to the generality of the foregoing shall not copy reproduce distribute or disclose the same (except for the purpose for which it was supplied) without the prior written consent of West Cloud Contact Services, Ltd..

13.6 The Customer undertakes to make its employees agents and sub-contractors aware of the provisions of this Condition 13 and to use its best endeavors to ensure that its employees, agents and sub-contractors comply to the fullest extent with this Condition 13.

13.7 The provisions of this Condition 13 shall not apply to the extent that they are inconsistent with any other Software license or agreement made between West Cloud Contact Services, Ltd. and the Customer.

14.0 Intellectual Property Rights Indemnity

14.1 West Cloud Contact Services, Ltd. shall indemnify the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the Customer’s use of or possession of the Goods infringes the patent, copyright, registered design or trademark rights of such third party (the “Intellectual Property Infringement” ) provided that the Customer shall:

14.1.1 notify West Cloud Contact Services, Ltd. in writing of any Intellectual Property Infringement immediately upon becoming aware of the same;

14.1.2 give West Cloud Contact Services, Ltd. the sole conduct of the defense to any claim or action in respect of any Intellectual Property Infringement and not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions in writing of West Cloud Contact Services, Ltd.;

14.1.3 act in accordance with the reasonable instructions of West Cloud Contact Services, Ltd. and give to West Cloud Contact Services, Ltd. such assistance as it shall reasonably require in respect of the conduct of the said defense including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.

14.2 West Cloud Contact Services, Ltd. shall reimburse the Customer its reasonable costs incurred in complying with Condition 14.1.3 above.

14.3 The indemnity in Condition 14.1 above shall not apply to any Intellectual Property Infringement where;

14.3.1 the Intellectual Property Infringement was occasioned by the Customer’s use of the Goods in conjunction with other apparatus or software which has not been supplied by West Cloud Contact Services, Ltd. nor where the Intellectual Property Infringement results from the use of the Customer’s own design or specification.

14.3.2 where Condition 14.3.1 above applies the Customer shall indemnify West Cloud Contact Services, Ltd. against all claims proceedings costs claims demands and expenses arising from any such Intellectual Property Infringement.

15.0 Force Majeure

15.1 West Cloud Contact Services, Ltd. shall not be liable for any breach of its obligations under the Contract which results from any of the following:

(i) Act of God;

(ii) outbreak of hostilities riot civil disturbance acts of terrorism;

(iii) the act of any government or authority (including refusal or revocation of any license or consent);

(iv) fire explosion flood or bad weather;

(v) power failure of telecommunications lines or failure or breakdown of plot machinery or vehicle;

(vi) default of West Cloud Contact Services, Ltd.’s suppliers or sub-contractors;

(vii) theft malicious damage strike or other industrial action; and

(viii) any cause or circumstance whatsoever beyond West Cloud Contact Services, Ltd.’s reasonable control.

16.0 Confidentiality

16.1 The Customer shall keep and procure to be kept secret and confidential all information disclosed or obtained as a result of the relationship of the parties under the Contract and shall not use nor disclose the same save for the purposes of the proper performance of the Contract or with the prior written consent of the Customer.

16.2 The obligations of confidentiality in this Condition shall not extend to any matter which the Customer can show is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under these Conditions; was in its written records prior to entering into the Contract; was independently disclosed to it by a third party entitled to disclose the same or is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.

16.3 The Customer shall not make any announcement or otherwise publicize the existence of or disclose to any person the provisions of the Contract without the prior written consent of West Cloud Contact Services, Ltd.. West Cloud Contact Services, Ltd. may disclose the name of the Customer and the existence of this Contract in relevant marketing material (including on its website and in press releases) unless specifically otherwise agreed between the parties in writing.

17.0 Non-Solicitation
The Customer undertakes that during the term of any Contract and for the period of 6 months after its termination, it shall not solicit or attempt to solicit services from any employee of West Cloud Contact Services, Ltd., nor make any offer of employment or enter into any discussion or negotiations with a view to making any offer of employment to any person employed by West Cloud Contact Services, Ltd..

18.0 General:

18.1 The Contract shall be personal to the Customer and shall not nor shall any rights under it be assigned by the Customer without the prior written consent of West Cloud Contact Services, Ltd..

18.2 Each right or remedy of West Cloud Contact Services, Ltd. under this Contract is without prejudice to any other right or remedy of West Cloud Contact Services, Ltd. whether under this Contract or not.

18.3 If any provision of these Conditions should be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of these Conditions and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

18.4 No waiver by West Cloud Contact Services, Ltd. of any breach of the Contract by the Customer shall be considered a waiver as of any subsequent breach of the same or any other provision.

18.5 This Contract and the documents referred to in it constitutes the entire agreement and understanding of the parties and supersedes any previous agreements between the parties relating to the subject matter of this Contract. Each of the parties acknowledges and agrees that in entering into this Contract and the documents referred to in it, it does not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement as a warranty. The only remedy available to it for breach of the warranties shall be for breach of contract under the terms of this Contract. Nothing in this Condition shall however operate to exclude or limit any liability for fraud.

18.6 No person who is not a party to this contract (including any employee or agent of either party) shall have the right to enforce any term of this Agreement whether pursuant to the Contract (Rights of Third Parties) Act or otherwise.

18.7 The Contract and these Conditions shall be governed by English law and the Customer consents to the non-exclusive jurisdiction of the English courts in all matters regarding it.