Wild Rabbit Software Ltd Terms and Conditions of Sale
Notice: Carefully read the following Terms and Conditions. Purchase, use and receipt of any product or service provided by Wild Rabbit Software Ltd constitutes your acceptance of these Terms and Conditions and agreement to abide by them.
Words and expressions that appear in these Terms and Conditions have the following meanings:
- “WRS Ltd” means Wild Rabbit Software Ltd whose registered office is situated at the address given in the Contact Us section of this website, Registered Company Number 4816910
- “Contract” means the contract for the supply of the Product or Service;
- “Customer” or “Subscriber” means the person, firm, company or organisation set out on the Form;
- “Effective Date” means the date upon which the provision of the Service shall commence as set out on the Form;
- “Form” means the Customer Agreement Form or Completion of any acceptance form hosted on WRS Ltd website (or any acting agent thereof);
- “ISP” means an Internet Service Provider;
- “Price” means the total price for the Service according to these Terms as set out on the Form;
- “Service” means the provision by the Company to the Customer of any form of service or agreed work;
- “Product” or “Software” means the provision by the Company to the Customer of any software or physical product;
- “Terms” means these terms and conditions;
- “Website” means the website hosted by the Company on behalf of the Customer.
The headings in these Terms are for convenience only and shall not affect their interpretation.
Any reference in these Terms 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.
Except where the context otherwise requires words denoting the singular include the plural and vice versa, words denoting any gender include all genders, words denoting persons include firms and corporations and vice versa.
These Terms and Conditions of business constitute the complete terms of business between WRS Ltd and The Subscriber and variations are only valid if agreed in writing between the Subscriber and a director of WRS Ltd.
The Company agrees to supply and the Customer agrees to accept the Service or Product subject to these Terms. Any changes or additions to these Terms must be agreed in writing by the Company and the Customer.
The Price of the Goods shall be that stipulated on The Company’s Website. The Price excludes delivery charges. The total purchase price, including VAT and delivery charges will be displayed in the Buyer’s shopping cart prior to confirming the order. After the order for physical items is received the Seller will be notified of the order by email and shall have 24 hours to cancel the order based on a difference to the information displayed on the Company’s website. Where orders for downloads are received, the Buyer is presumed to have immediately accepted the order.
The Price of any Service shall be the Company’s quoted Price or, where no Price has been quoted (or a quoted Price is no longer valid), the Price listed in the Company’s published price list current at the date of acceptance of the order. All Prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.
The Company reserves the right, by giving notice to the Customer at any time, to increase the price of the Service to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company including but not limited to the failure of the Customer to give adequate information or instructions. We will give you one months notice of such change.
The Company reserves the right to change the host for any Website from the Server to the server of another ISP or third party when the Company considers it appropriate to do so in its absolute discretion.
The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Service, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
- act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
- power failure or breakdown in machinery;
- obscene, pornographic, defamatory, illegal or inappropriate content placed on the Website by the Customer or another third party.
Where the Company is acting as agent and providing website hosting facilities, the Customer agrees that any and all domain names used for this purpose will be registered in the name of WRS Ltd. and administered on behalf of the Customer.
Web hosting agreements may be terminated by either party after giving 60 days notice. In the event of termination of such an agreement, all reasonable costs associated with transferring any domain names managed by the Company on behalf of the Subscriber shall be paid immediately by the Subscriber. Where notification is sent or received by the Company, if such required fees is not received within 30 days, the Company reserves the right to remove any website, and any domain name(s) will remain with the Company until such fees are paid in full.
Any website managed by the Company on behalf of the Customer shall not display any obscene, offensive or distasteful content. The Company, at its sole discretion, reserves the right to refuse to deal with content of this nature without giving further reason.
GOODS AND SERVICES PROVIDED BY THIRD PARTIES
Some service may be provided by third-party providers. Where this is the case, the contract shall be between the customer and the company involved, with WRS Ltd acting as marketing intermediary only. We cannot accept liability for any such products or services.
The Customer agrees to indemnify and hold harmless the Company for any loss, costs, expenses or damage resulting from the Customer’s use of the Service including but not limited to any obscene, offensive or distasteful content displayed on the Website by the Customer.
No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
These Terms (together with any terms set out on any supplemental Form issued by the Company) constitute the entire agreement between the parties, supersede any previous agreement or understanding 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.
A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions but this does not affect any remedy or right of any third party which exists or is available apart from that Act.
It is the customer’s sole responsibility to provide computer(s) and supporting networks (where appropriate) that are compatible (including compatibility with other software) and suitable for the installation of the software provided by us. We provide free trials so this can be practically assessed where any doubt exists. We will not refund purchases where the customer cannot provide an adequate host computer after purchase.
Initial installation of the main PC and one additional client (if applicable to the software version) is included in the cost of the support service (if purchased). Re-installations (for example if you wish to move the installation to another computer in future), reconfigurations or additional client installation are chargeable at the prevailing rate. Software installation service covers only our software; we will not configure other services or software such as existing firewalls.
WRS LTD’S LIABILITY
WRS Ltd will use reasonable care to provide the Product or Service, but shall not be liable for any claim, damage or other loss suffered including any consequential loss due to information being given incorrectly or omitted either by WRS Ltd its servants or agents or by any other party to WRS Ltd.
Any use by The Subscriber of The Product is at The Subscriber’s own risk. WRS Ltd and its suppliers do not give any warranties of any kind, either express or implied, including, without limitation, implied warranties of satisfactory quality and fitness for a particular purpose.
No calculation, process or other information given by any Product or Service should be taken as financial advice or recommendation. The customer expressly absolves WRS Ltd of any liability for actions taken by them as a result of using the Product or Service.
WRS Ltd shall have no liability for consequential damages. In no event shall WRS Ltd or its Suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use The Service, even if WRS Ltd has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you, but in all cases the liability will be limited to a sum not exceeding the current “Licence Fee” or Product cost.
PROVISION OF SERVICE
If any provision of the Terms and Conditions is declared invalid void or otherwise unenforceable by a Court of competent jurisdiction this shall not affect in any way the remaining provisions of these Terms and Conditions.
The right of The Subscriber thereunder may not be assigned in whole or in part without the prior written consent of WRS Ltd.
WRS Ltd will not be liable to refund all or part of any Licence Fee in the event of cancellation or termination by The Subscriber of any licensed service. However in accordance with The Consumer Protection Distance Selling Regulations 2000 Statutory Instrument 2000 No. 2334. individuals not acting in the course of a business have the statutory right to cancel the contract within seven working days beginning the day after the contract is concluded.
Any delay or failure by either party in exercising any right or remedy arising under these Terms and Conditions shall not constitute a waiver of such right or remedy
These Terms and Conditions constitute the entire agreement between the parties and the Subscriber shall not rely on any statement, warranty whether express or implied made by WRS Ltd, its servants, agents, employees or Suppliers.
The support service is intended to cover technical queries regarding the installation and proper functioning of the software. It cannot be used for training or product usage other than where the question is specific and covers only a single function.
Product support contracts are not an unlimited support service, but are subject to a ‘fair use’ restriction. In this context, fair use is limited to fifteen incidents raised in one calendar month or to an amount of support time that is commensurate, reasonable and economic to the fee paid, at our discretion. In making such a decision we would look at the average usage by other support subscribers. We may, at our sole discretion terminate or suspend support of an account breaching these limits. In such circumstances no refunds would be given for the remaining contact time, however we will warn the owner of any account if they are approaching such limits.
In all cases you must provide proof of entitlement to support, usually by providing the order number of your purchase, or some other uniquely identifying proof as requested by us. We reserve the right to decline support requests where you cannot provide such proof or your support subscription has expired or is not valid for any other reason. We will expect you to report the issue via the mechanisms we make available to you.
We always try to resolve issues put to us in a timely manner, however you agree that support services are provided on a ‘best efforts’ basis and due to the nature and complexity of the service we cannot guarantee resolution of issues. Under no circumstances are we able to generally check or validate user data other than in the context of a specific subset in relation to an ongoing support incident.
We may decline further assistance where we consider:
- it is not reasonable or economic to continue further
- we believe the issue is related to the host computer or network rather than our software (for example a virus, configuration issue or corruption of the host operating system)
- the host operating system does not have the latest publicly available updates applied
- the issue is trivial or has a reasonable workaround
- the effort to elicit or find a resolution is disproportionately large
- we are unable to gain reasonable access to the computer(s)
- the only resolution of the issue would be to implement new functionality
- you are unable to provide us with a reasonable level of information in a timely manner to reproduce and/or resolve the issue
- the issue is not related directly to the software or service supplied to you by us that is covered under the support agreement
- the issue is one which should be dealt with by user training
- the description of the issue is too vague to reasonably investigate
- the issue is related to your specific data
- the time being spent on an issue or series of issues from you means that the overall service level for other subscribers is being adversely affected
The support service is not intended to answer queries of a critical business nature. Out target is to resolve issues within one business day, however this is not a service level agreement and we cannot guarantee that this will be possible in all cases. We reserve the right to charge customers at the prevailing hourly rate where no support contract exists or the work is outside of the scope of the support contract (for example, but not limited to, working on general PC configuration or applying general operating system updates).
The software uses an activation system as an anti-piracy measure. This process is required to use the software and your use of the software indicates acceptance of this. We will make reasonable endeavours to activate all software that is no longer a current version, but we cannot guarantee that we will be able to do so. In all cases you must be able to produce proof-of-purchase if requested before activation can be considered.
As part of any subscription service, the software will periodically contact secure servers belonging or under the direct control of WRS Ltd via the Internet to download updates or extensions to your license. You must allow this process to proceed without technical or other interference. Hindrance to this process may render the software temporarily unavailable to you.
- You may not use the system to email, SMS or otherwise to send unsolicited or offensive material to marketing lists (commonly known as ‘spam’). You must have the agreement of all persons you use the system to communicate with.
- You must only use the service with the account details provided to you for your sole use. You may not share these account details with other outside your organisation or other reasonable users of the software under your licence (for example immediate family members would be acceptable, friends would not).
- All fees are payable in British pounds sterling. You are responsible for paying all fees and applicable taxes (including any value added tax) associated with using the service. If advertised as part of the cost of provision, we may charge a one-off setup or administration fee to set up your account with us.
- If your payment method fails or your account is overdue, we may collect fees owed using other collection mechanisms. (This includes, without limitation, charging other payment methods on file with us and retaining collection agencies and legal advisers). You agree that we may issue you with invoices in electronic format by e-mail.
- In the case that we are unable to collect payment due, your account with us may be suspended. In this case the service will no longer be available to you, although you will still be provided with the means to backup of your data, or a physical backup file as appropriate.
- If your account remains suspended for 30 days or more we may, at our discretion, delete your data in which case you will have no further access to it. It is your responsibility in this case to make backup copies of your data.
- You may cancel the subscription at any time by giving us notice by email, fax or letter from an authorised person. The contract can be cancelled at the next billing point (quarterly) and you must give one month’s notice before the point you with to cancel at. If you subsequently resubscribe we reserve the right to charge an administration fee of £20+vat.
- It is part of the requirements of subscription that you give continuous authorisation on a credit or debit card that is acceptable to us within 14 days of service delivery. If we are unable to fulfil these criteria we shall be at liberty to cancel or suspend your service without further warning. In this case all charges billed become immediately due and we may levy an administration fee equal to the amount billed in a standard 3-month period.
- We reserve the right to charge an administration fee of £20+vat to cover our costs in responding to PayPal transaction queries where such queries have been unnecessarily raised by you (for example deliberate fraud challenges on a transaction for a pre-existing subscription rather than cancelling the service in the normal way).
Invoices are due for payment in full in advance to Service delivery, and shall be submitted at the discretion of WRS Ltd. WRS Ltd reserves the right to charge interest at the rate of 10% over Bank of England base rate (or other equivalent replacement rate) per month accruing daily for any outstanding invoices.
Where the Price is quoted exclusive of any applicable value added tax, the Customer shall be additionally liable to pay such tax to the Company.
If the Customer fails to pay the Price then the Company shall be entitled to:
- immediately cancel the Contract or suspend any further provision of the Service to the Customer;
- rights or licences granted as part of provision of The Product or Service shall not take effect until payment is received in full. Ownership of the Product or Service shall reside wholly with WRS Ltd until such time as payment is made.
For subscription services, payment is collected quarterly in advance. No refund of part used months will be made after a subscription is cancelled.
For purchases of perpetual licences, we provide demonstration copies of all our software so we regret that refunds cannot be given after purchase. In exceptional circumstances where a refund is agreed to then a restocking fee of 15% shall be deducted from the refund to cover our administrative and other costs involved in handling this transaction.
You will need to ensure that the training PC is available and the software is ready for use. Any time required to get to such a state will be taken from the training time booked. We regret that due to the cost involved in phoning mobiles and the relatively poor connection quality, we can only perform training on a landline phone.
We will refund booked training according to the following percentage scales:
Notice given more than 24 hours notice: 100% of fee paid
Notice given less that 24 hour’s notice: 0% of fee paid
Where, after one month from initial booking, despite having made reasonable efforts to arrange a time to perform the training, we have been unable to carry out the training, we reserve the right to automatically refund any money paid, less an administration charge of £34.95+vat.
The Product is protected under British and International copyright law. All copyright of The Product remains the property of WRS Ltd. All rights reserved. No part of The Product may be copied, reproduced, translated or reduced to any electronic medium or machine readable form without the prior written consent of WRS Ltd.
WRS Ltd will act in good faith and scan all downloads for viruses and other malicious programs. However, the user of any software should also scan all such programs before installation. WRS Ltd cannot be responsible for consequential damages as a result of other malicious programs.
It is illegal to pass The Product to any third parties for their use and The Subscriber must take reasonable steps to protect The Product from unauthorised use.
Any notice to be given under these Terms and Conditions by either party to the other must be in writing and delivered by hand, first class letter or facsimile transmission to the address given in the Customer Agreement (or such other address given for this purpose) and in the case of post will be deemed to have been validly and effectively given two working days after the date of posting or in the case of other means of transmission will be deemed to have been validly and effectively given on delivery.
WRS Ltd may terminate this Agreement (and/or any other contract with the Subscriber) and/or suspend further delivery under this Agreement or any other contract with the Subscriber in the event that the Subscriber:
- Is in breach of its obligations under this Agreement including these Terms and Conditions or any other contract with WRS Ltd; or
- Becomes insolvent or bankrupt, enters into liquidation whether voluntary or compulsory (other than for a solvent reconstruction or amalgamation), is unable to pay its debts as they fall, has a receiver or an equivalent officer appointed in respect of any of its assets, is the subject of an administration order, enters into any arrangement with its creditors or makes a general assignment for their benefit, or ceases to carry on business in the ordinary course without prejudice to any other rights and remedies that WRS Ltd may have.
- The Customer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
- the Customer ceases, or threatens to cease, to carry on business; or
- the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
If any item outlined in the preceding clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further provision of the Service under the Contract without any liability to the Customer, and if the Service has been provided but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
CHANGES TO THESE TERMS
WRS Ltd reserves the right to alter or amend these terms and conditions at any time.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by and shall be construed in accordance with the law of England and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.