Green Button Software Ltd
Terms and Conditions
1) Introduction
Purchasers of Green Button Software products must comply with the tems of the End User License Agreement ("EULA") described in 2) below and will also be asked to confirm their acceptance of the EULA upon installation of each product.
Purchasers of Maintenance and Support Contracts, Training and Consultancy Services should be aware of the associated terms and conditions as described in the tabs on this website page.
2) End User Licence Agreement (“EULA”)
COPYRIGHT
All title and copyrights in and relating to Perfect PA the Software (including but not limited to any software components, product documentation and associated media, sample files, extension files, tools and utilities, miscellaneous technical information, collectively referred to herein as the "Software"), and any copies of the Software, are owned by Green Button Software Ltd and its third party suppliers (‘Third Party Supplier’). The Software is protected by United Kingdom copyright laws and international treaty provisions.SOFTWARE LICENSE
PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THIS SOFTWARE. BY CLICKING THE "ACCEPT" BUTTON OR BY USING THIS SOFTWARE, YOU AGREE TO BECOME BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, CLICK THE "DECLINE" BUTTON, DO NOT USE THIS SOFTWARE, AND PROMPTLY RETURN IT TO THE PLACE WHERE YOU OBTAINED IT FOR A FULL REFUND.IF YOU LICENSED THIS SOFTWARE UNDER A VOLUME LICENSE AGREEMENT, THEN THE TERMS OF SUCH AGREEMENT WILL SUPERSEDE THESE TERMS, AND THESE TERMS DO NOT CONSTITUTE THE GRANTING OF AN ADDITIONAL LICENSE TO THE SOFTWARE.
The enclosed computer program(s) ("Software") is licensed, not sold, to you by Green Button Software Ltd. (referred to as "GBS") for use only under the terms of this License, and GBS reserves any rights not expressly granted to you. You own the media on which the Software is recorded or fixed, but GBS and its licensors retain ownership of all title and copyrights in and relating to the Software itself.
1. License
(a) Use one copy of the Software on a single computer at a time. If both a Macintosh and a Windows version of the Software are included, then you are only licensed to use the Software for one platform (i.e., the Macintosh or Windows version), but not both platforms, except as provided in Section 1(b). To "use" the Software means that the Software is either loaded in the temporary memory (i.e., RAM) of a computer and/or installed on the permanent memory of a computer (i.e., hard disk, etc.).
(b) Make a copy/copies of the Software in machine readable form solely for backup purposes. Additionally, the primary user of the computer on which the Software is installed may make a second copy for his or her exclusive use on either a home or portable computer. As an express condition of this License, you must reproduce on each copy any copyright notice or other proprietary notice that is on the original copy supplied by GBS.
(c) Store or install the Software on a storage device (e.g., a network server or terminal server) which is used only to run or install the Software on your other clients or computers over an internal network, however, you must acquire and dedicate a license for each separate client or computer on which the Software is run or installed from the storage device. The Software license may not be shared or used concurrently on different clients or computers. You understand and acknowledge that GBS will not be liable for network-related problems resulting from the operation of the Software and that changes to the configuration of a network may affect systems performance.
1.2 The Licensee may not rent, lease, or sublicense the Software. You understand and acknowledge that it is your responsibility to comply with all relevant laws and regulations prevailing from time to time in relation to data protection and data storage including without limitation, the Data Protection Act 1998
1.3 Notwithstanding any other terms in this License, if the Software is licensed as an upgrade or update, then you may only use the Software to replace previously validly licensed versions of the same software. You agree that the upgrade or update does not constitute the granting of a second license to the Software (i.e., you may not use the upgrade or update in addition to the software it is replacing, nor may you transfer the software which is being replaced to a third party).
2. Restrictions
(a) The Software contains trade secrets and, to protect them, you may not REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE REDUCE THE SOFTWARE TO ANY HUMAN PERCEIVABLE FORM EXCEPT AS PERMITTED UNDER APPLICABLE LAW. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.(b) THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, AIR TRAFFIC CONTROL, OR OTHER ENVIRONMENTS IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
(c) YOU MAY NOT TRANSFER OR ASSIGN YOUR RIGHTS UNDER THIS LICENSE TO ANOTHER PARTY WITHOUT GBS'S PRIOR WRITTEN CONSENT.
(d) You may not rent, lease, or sublicense the Software
(e) Notwithstanding any other terms in this License, you may not use the Software with a client or guest which substantially duplicates the capabilities of Perfect PA or, in the reasonable opinion of GBS, competes with Perfect PA.
(f) You agree not to use the Software for the business needs of a third party, including without limitation using the Software to provide outsourcing, service bureau, commercial hosting, application service provider or online services.
(g) You may use the Software for data storage within the restrictions of the Data Protection Act 1984 plus any further revisions under United Kingdom law and the laws of the jurisdiction in which the Software was obtained.
3. Termination
This License is effective until terminated. Without prejudice to any other rights, you may terminate this License at any time by destroying all your copies of the Software. This License will terminate immediately without notice from GBS or judicial resolution if you fail to comply with any material term or condition provision of this License. Upon such termination you must destroy the Software, all accompanying written materials and all copies thereof, and Sections 5 and , 6, and 7 will survive any termination or cancellation of this License.4. Export Law Assurances
You may not use or otherwise export or re-export the Software except as authorized by United Kingdom law and the laws of the jurisdiction in which the Software was obtained.5. Limited Warranty
GBS warrants for a period of thirty (30) days from your date of purchase that(i) the media provided by GBS, if any, on which the Software is recorded will be free from defects in materials and workmanship under normal use, and
(ii) the Software as provided by GBS will substantially conform to GBS's published specifications for the Software.
GBS's entire liability and your sole and exclusive remedy for any breach of the foregoing limited warranty will be, at GBS's option, replacement of the media, refund of the purchase price or repair or replacement of the Software.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY GBS AND ITS LICENSORS EXPRESSLY DISCLAIM, TO THE EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE TERMS OF THIS DISCLAIMER AND THE LIMITED WARRANTY UNDER THIS SECTION 5 DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GBS'S NEGLIGENCE.
6. Limitation of Remedies and Damages
In no event will GBS, its subsidiaries or any of the licensors, directors, officers, employees or affiliates of any of the foregoing be liable to you for any consequential, incidental, indirect or special damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of data, loss of business information and the like), whether foreseeable or unforeseeable, arising out of the use of or inability to use the Software or accompanying written materials, regardless of the basis of the claim and even if GBS or a GBS representative has been advised of the possibility of such damage. GBS's liability to you for direct damages for any cause whatsoever, and regardless of the form of the action, will be limited to the greater of £100 (UK) or the money paid for the Software that caused the damages. The parties agree that this limitation of remedies and damages provision shall be enforced independently of and survive the failure of essential purpose of any warranty remedy.THIS LIMITATION WILL NOT APPLY IN CASE OF PERSONAL INJURY CAUSED BY GBS'S NEGLIGENCE ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. 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.
7. Termination
Without prejudice to any other rights, you may terminate this Licence Agreement at any time by destroying all of your copies of the Software. Green Button Software may terminate this Agreement if you, the Licensee, fails to comply with any material term or and condition of this Agreement. In such event, you, the Licensee, must destroy all copies of the Software in any form and all of its component parts and certify in writing to Green Button Software of having done so.8. Technical Support
Green Button Software provides maintenance and/or technical support (including Upgrades and Updates) only through separate agreements. Please contact Green Button Software or the place you obtained the Software if you wish to obtain maintenance and/or technical support.9. Intellectual Property Indemnity
GBS undertakes to defend the you, the Licensee, from and against any claim or action that the use or possession of the Software or any part of them infringes the Intellectual Property Rights of a third party (‘IPR Claim’) and shall indemnify you, the Licensee, from and against any losses damages, reasonable costs and expenses agreed to be paid by way of settlement or compromise or finally awarded against you, the Licensee, as a result of, or in connection with, that IPR Claim.The foregoing indemnity shall not apply to:
(i) third party software used in or incorporated in the Software; or
(ii) any use of the Software other than as specified by GBS or
(iii) modification or alteration of the Software by any person other than GBS: or
(iv) use of the Software in combination with other software, equipment or devices not specified by GBS.
You, the Licensee, shall notify GBS promptly of any IPR Claim and GBS shall at its request be entitled to have sole conduct of and/or settle all negotiations and litigation arising from any IPR Claim and you, the Licensee, shall give GBS all reasonable assistance in connection with those negotiations and litigation. The provisions of this clause state GBS’s entire liability to you, the Licensee, in respect of an IPR Claim and the limitations set out in clause 65 above shall apply to the foregoing indemnity.
10. Resellers
If you, the Licensee, acquired the Software through a reseller, you, the Licensee, acknowledge that(i) payment and delivery terms for the Software shall be agreed separately with between the reseller and you, the Licensee;
(ii) the terms and conditions of any purchase order or any other form accompanying the Software between the reseller and you, the Licensee, are not binding on GBS;
(iii) the reseller is not authorised to amend, modify or alter the terms of this Agreement;
(iv) non payment of any amount due to the reseller relating to the Software shall give GBS the right to terminate this Agreement in writing with immediate effect; and
(v) GBS makes no representation or warranty with regard to any services provided by any reseller or any actions or omissions or failures to act by any reseller.
11. General
(i) No purported amendment, waiver or variation of this Agreement by either party shall be valid unless in writing and signed by a duly authorised representative of GBS;(ii) GBS shall not be liable to you, the Licensee, for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or industrial dispute;
(iii) Any notices required to served under this Agreement shall be sent in writing by prepaid first class post or by facsimile to the address of the parties. Notices sent via postal mail or other means shall be deemed effective by 10am one (1) business day after mailing or upon actual receipt, whichever is sooner;
(iv) The illegality, invalidity or unenforceability of any of the provisions of this Agreement shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement which shall remain in full force and effect;
(v) This Agreement constitutes the entire agreement and understanding between GBS and you, the Licensee, with respect to its subject matter and supersedes and replaces any and all prior written or verbal agreements. You, the Licensee, expressly acknowledges and agrees that in entering into this Agreement, it you 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. Nothing in the foregoing shall operate to limit or exclude any liability for fraud.
12. Governing Law
This Agreement shall be construed and governed in accordance with laws of the England.
Green Button Software Ltd
Software Maintenance and Support Agreement
IMPORTANT PLEASE READ CAREFULLY
THIS SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT IS A LEGAL AGREEMENT AND MUST BE ACCEPTED BY THE CLIENT (WHETHER AN INDIVIDUAL OR CORPORATE OR OTHER ENTITY) BEFORE USE OF THE SERVICES.
Definitions:
“Agreement” means this software maintenance and support agreement;
“GBSL” means “Green Button Software Ltd”;
“The Client” means the beneficiary of the Maintenance and Support services provided by GBSL
“Documentation” means the user documentation for the Software in electronic readable format;
“Fees” means the fees for the maintenance services specified on Website;
“Intellectual Property Rights” means all rights in inventions, patents, copyrights, design rights, trade marks and trade names, service marks, trade secrets, know-how and any other intellectual property rights (whether registered or unregistered) and all applications for any of the them, anywhere in the world;
“Services” means the Software maintenance and support services provided by GBSL or its agents;
“Software” means any software for the PC or Mac operating systems provided by GBSL which is not subject to third party limitations in electronic form;
”Updates” means a bug fix or minor functionality change provided in GBSL’s sole discretion;
“Upgrades” means a minor or major change of functionality of the Software deemed chargeable by Green Button Software Ltd acting in its sole discretion;
“Website” means the Green Button website www.greenbutton.co.uk for electronic ordering and purchase of the Services.
0 Commencement
This Agreement shall commence upon the payment of the Fees by the Client for the Services for a period of one year. The Client may renew this Agreement on an annual basis by paying the renewal Fees.
1 Services
GBSL shall provide the Services option chosen by the Client. For a detailed description of the Services options, please click here. The Services do not include any training or on-site maintenance visits. Additional requests for Services by the Client shall be provided at GBSL’s discretion and shall be subject to additional fees.
2 Software License
The Client has been granted a license to use the Software and Documentation under the terms of a separate Software License Agreement. The Client acknowledges that the terms of such Software License Agreement shall apply to any Updates or Upgrades provided during the provision of the Services under this Agreement.
3 Limitations of Services
GBSL may deny provision of the Services or charge additional fees in its discretion where the Client: • have or attempted to repair or modify the Software or merged the Software with any other software;
• have failed to properly follow the procedures set out in the Documentation;
• have failed to properly implement solutions to problems as previously advised by GBSL;
• use the Software on equipment or environments not specified by GBSL;
• notify GBSL of damage or problems caused by accessories, alterations, software, attachments not supplied by GBSL;
GBSL may in its absolute discretion terminate support for a previous release of the Software twelve (12) months after the introduction of a new generally available release.
4 Warranties
GBSL shall provide the Services with reasonable care and skill. GBSL does not guarantee a solution to every problem or that errors or bugs will be fixed in any given time frame. Except as expressly provided in this Agreement, no representation, warranty or condition, express or implied, statutory or otherwise, as to condition, performance, satisfactory quality or fitness for purpose are given or assumed by GBSL in respect of the Software and all such representations, warranties and conditions are excluded save to the extent that such exclusion is prohibited by law.
5 Intellectual Property Rights
The Client acknowledges that all Intellectual Property Rights in the Software are vested and shall remain vested in GBSL or in its third party software suppliers. GBSL undertakes to defend the Client from and against any claim or action that the use or possession of the Software or any part of them infringes the Intellectual Property Rights of a third party (“IPR Claim”) and shall indemnify The Client from and against any losses damages, reasonable costs and expenses agreed to be paid by way of settlement or compromise or finally awarded against the Client as a result of, or in connection with, that IPR Claim. The foregoing indemnity shall not apply to: (i) third party software used in or incorporated in the Software; or
(ii) any use of the Software other than as specified by GBSL
(iii) modification or alteration of the Software by any person other than GBSL; or
(iv) use of the Software in combination with other software, equipment or devices not specified by GBSL.
The Client shall notify GBSL promptly of any IPR Claim and GBSL shall at its request be entitled to have sole conduct of and/or settle all negotiations and litigation arising from any IPR Claim and the Client shall give GBSL all reasonable assistance in connection with those negotiations and litigation. The provisions of this clause state GBSL’s entire liability to the Client in respect of an IPR Claim.
6 Confidentiality
All information given by a party to the other or otherwise obtained by a party relating to the business or operations of the disclosing party (except for information which is in or enters the public domain other than by breach of this clause shall be treated by the receiving party, its employees, agents and subcontractors as confidential and not used other that for the benefit of the disclosing party. Data supplied by the Client may be used by GBSL for research or data mining purposes. The Client may notify GBSL at anytime not to use your data for this purpose.
7 Termination
GBSL may, without prejudice to its rights and remedies, terminate this Agreement on written notice with immediate effect if the Client breaches the terms of this Agreement and such breach is not remedied within thirty (30) days of receipt of a written request to remedy the same. This Agreement shall terminate with immediate effect upon the liquidation, bankruptcy or any similar event in any jurisdiction by or against either party. Upon termination of this Agreement, the Client shall immediately cease to use the Software and uninstall all copies of the Software and Documentation from your computer equipment. Notwithstanding anything to the contrary in this Agreement, clauses 4, 5, 7 and 8 shall survive termination of this Agreement.
8 Limitation of Liability
Subject as provided in this Agreement and except to the extent prohibited by law, GBSL‘s liability to the Client under this Agreement whether arising from negligence, breach of contract or otherwise shall not exceed in aggregate the annual Fee for the Services paid by You, the Client. Neither party shall be liable for any direct, indirect, special, punitive or consequential loss or damages including, without limitation, loss of business or profits whether arising from negligence, breach of contract or otherwise. Nothing in this Agreement shall exclude or restrict GBSL’s liability for death or personal injury resulting from its negligence.
9 General
(i) GBSL shall not be liable to the Client for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire flood, explosion, civil commotion or industrial dispute.
(ii) The illegality, invalidity or unenforceability of any of the provisions of this Agreement shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement which shall remain in full force and effect
(iii) The Client may not assign, sublicense or otherwise transfer any of its rights or obligations under this Agreement;
(iv) This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes and replaces any and all prior written or verbal agreements. The Client expressly acknowledges and agree that in entering into this Agreement, the Client 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. Nothing in the foregoing shall operate to limit or exclude any liability for fraud.
(v) GBSL reserves the right to amend this Agreement and such amendment shall take effect on the renewal date of this Agreement.
10 Governing Law and Jurisdiction
This Agreement shall be governed and construed in accordance with English law and international treaties where appropriate. The parties hereby submit to the exclusive jurisdiction of the English courts.
11 Entire Agreement
This document constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto.
Green Button Software Ltd
Training and Consultancy Services
Terms and Conditions
1 General
These terms and conditions shall apply to every proposal, work order and professional services contract. Green Button Software Limited (“GBSL”) shall not be bound by any terms and conditions which may be inconsistent with these Terms and Conditions. No variation of, or addition to these terms and conditions shall be effective unless in writing and signed by GBSL.
2 Charges and Payment
2.1 GBSL's charges are subject to review twice yearly on 1st January and 1st July of each year. GBSL undertakes not to vary its charges in respect of any ongoing contract or outstanding quotation without giving prior notice.
2.2 GBSL's professional service daily and hourly rates are available upon request.
2.3 All proposals are estimates only and invoices are based on actual time spent on each project calculated in accordance with the charges specified, as varied from time to time. Estimates do not include ongoing maintenance and support.
2.4 Travel, accommodation, subsistence and other expenses will be charged at cost. Travelling time will be charged at 50% of the standard hourly rate.
2.5 Any work carried out by any individual employee or subcontractor at weekends or on bank holidays, or in excess of forty hours in any one-week, will be charged at one and a half times the equivalent hourly rate of the rates quoted. No such work will be undertaken without the client's prior agreement.
2.6 A reasonable charge will be made, where applicable, for usage of computer equipment, consumables and premises costs at GBSL's offices.
2.7 GBSL's fees (comprising any charges incurred (pursuant to Clauses 2.2 to 2.6 inclusive), which are quoted exclusive of VAT and all other taxes, charges, levies or duties whatsoever whether imposed by statue or otherwise, are invoiced fortnightly in arrears and are payable in pounds sterling within 14 days of presentation.
2.8 GBSL reserves the right to charge interest at the rate of 4% over the then published Barclays Bank Base rate to run from 14 days alter presentation and shall accrue and compound from day to day on all overdue payments until receipt by GBSL
2.9 Prices quoted in proposals and work orders are valid only for a period of 30 days from the date of the document.
2.10 Prices quoted for specifically defined training products, purchasable from the GBSL website, www.greenbutton.co.uk, are valid until otherwise changed on the website
3 Personnel
3.1 GBSL expects to be able to maintain continuity of personnel over the course of the contract. However where necessary GBSL shall, as soon as practical, use its reasonable endeavour to substitute consultants with equal qualifications. GBSL will notify the client when taking any such action.
3.2 The client undertakes that for the contract and for a period of two years thereafter it shall not on its own account or for any other person, firm or company, employ, directly or indirectly solicit, interfere with or endeavour to entice away from GBSL any person why is at any time during the term of the contract an employee of or subcontractor to GBSL.
4 Confidentiality
Both parties hereto undertake to treat as confidential any information obtained during the course of the contract and for a period of one year thereafter regarding the other's business activities provided chat such information is not publicly known, other than by breach of this clause, during such period.
5 Liability and Warranty
5.1 GBSL shall accept liability for any loss or damage sustained by the client as a direct result of any material breach, or negligence in the performance of the contract, by GBSL provided that such liability
(i) shall not extend to any economy; special or consequential loss;
(ii) shall not extend to any loss or damage sustained by any third party in connection with the contract;
(iii) shall be limited to payment of damages not exceeding the invoiced value if services provided under the contract in question.
5.2 GBSL warrants that the services provided pursuant to these terms and conditions and work order will be undertaken with reasonable care and skill by appropriately qualified people.
5.3 Save in respect of 5.2 above and other warranties and conditions whether express implied common law or statutory are to the extent that it is legal to do so, filly excluded from application of the delivery of any services by GBSL hereunder.
6 Intellectual Property Rights
6.1 The client shall not acquire any intellectual property rights, of whatsoever nature and including. without limitation, any copyright in specifications, programs, manuals, descriptions, drawings, designs technical descriptions and information relating to any computer software, programs and associated documents supplied by GBSL
6.2 The client warrants that any design or instructions furnished or given by the client to GBSL for the purpose of the contract shall not cause GBSL to infringe any intellectual or industrial property rights, including any copyright, patent or registered design in the performance of the contract.
6.3 The client shall, and shall procure that its employees shall, keep confidential and not, without GBSL's prior written consent, disclose to any third party any specification, programs, manuals, descriptions, drawings, designs, technical descriptions and information, whether of commercial or technical nature, obtained from GBSL or however acquired in connection with the contract and shall use the same only for the purpose in the installation, use, operations and maintenance of the computer software, program(s) and associated documents.
6.4 The client will not, without the prior written consent of GBSL, copy or enable others to copy (except for backups) any computer program(s) supplied by GBSL and associated documents or any part thereof.
7 Indemnity
The client shall indemnify and keep GBSL indemnified against all claims, actions, costs, expenses, (including court costs and fees) or other liabilities arising out of incidental to the due performance of the contract by GBSL, arising from any alleged breach or infringement of any third party intellectual property rights whether the client has held itself to be the owner or licensee of the rights.
8 Termination
8.1 If a work order is cancelled following signature, 50% of the total cost detailed in the work order will be due to GBSL.
8.2 GBSL shall have the right by giving notice in writing to the client to terminate the contract forthwith and at any time after the happening of any of the following events:
(i) if the client commits a breach of the contract; or
(ii) if any sum payable under the contract or any either sum(s) due from the client are in arrears and unpaid for a period of thirty (30) days after it shall become due.
8.3 If GBSL terminate the contract under 8.2(i) or 8.2(ii), 50% of the outstanding contract value shall be payable by the client.
9 Force Majeure
GBSL shall not be liable to the client or deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform any of its obligations under the contract if the delay of failure was due to any cause beyond GBSL's or its subcontractors reasonable control, including any act or omission of the client, whether such cause existed on the date when the contract was made or not.
10 Governing Law and Jurisdiction
The construction, validity and performance of the contract shall be governed in all respects by the laws of England to the non-exclusive jurisdiction of whose count the parties hereby submit.
11 Entire Agreement
This document constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto.
Green Button Software Ltd
Website Disclaimer
Green Button Software Ltd aims to offer up-to-date, comprehensive and accurate information. We shall make every effort to correct any errors that we learn of without delay.
Green Button Software Ltd accepts no responsibility or liability whatsoever for the up-to-dateness, accuracy, completeness or quality of the information on this website. In particular, we cannot guarantee in spite of constantly checking the contents of our website for viruses, that it contains no undetected viruses and that such viruses cannot gain access to your computer if you use our website.
Green Button Software Ltd expressly declares that the linked websites were free of illegal contents at the time of creating the links. Green Button Software Ltd has no influence whatsoever on the present and future structure and on the contents of the linked pages. For this reason, it hereby expressly distances itself from the contents of all linked pages that have been modified since the link was created.
