TERMS AND CONDITIONS OF SALE

In these Terms and Conditions “Company” means JNC Solutions Ltd and “Customer” means the person or Company that purchases the goods. “Goods” means the goods and services specified in the Company’s invoice.

1. These terms and conditions apply to all contracts for the sale of Goods to, or provision of work for, the Customer to the exclusion of any terms and conditions specified by the Customer.

2. All prices quoted in brochures or catalogues are subject to confirmation at time of order and are exclusive of VAT, which will be chargeable in accordance with legislation current at the date of supply.

3 The Company will retain title to the goods supplied until payment for the goods is received in full. All goods and services are payable at the time of order and prior to delivery. Where an order has not been paid within 30 days the Company, at its discretion, reserves the right to implement charges (including interest charges) on accounts outstanding. A surcharge of 5% of the value of the goods ordered may be implemented if the payment due remains outstanding for a period of greater than 30 days after the date of the company’s invoice. The rate of interest charges shall be 1.5% per month from the due date until payment is made.

4. Title in all Goods supplied by the Company shall vest in the Company until the Company has received full payment in respect thereof. Risk in Goods supplied passes to the Customer on despatch.

5 The Company warrants to the Customer only that any Goods supplied by it, function in accordance with any specification provided in documentation accompanying the Goods, provided in always the Goods have been used strictly in accordance with the Company’s instructions, and, without prejudice to the generality of the foregoing, have been used correctly in conjunction with a designated computer operating system.

6 All software products are licensed (not sold) in accordance with the JNC Software Licence Agreement. The licence is either a perpetual licence or a rental licence (monthly payment) The Licence is issued on receipt of payment and is granted solely to the Customer. The Customer has no right of sale, lease transfer, rent or hire of a software program to a third party unless the Company’s prior and written permission has been obtained. The licence is non-refundable. The licence is not valid until cleared payment has been received in full. Rental licences will expire if payment is not received on the due date.

7 Save, as herein provided, all representations, conditions, warranties or other terms expressed or implied or whether statutory or otherwise are hereby expressly excluded. Under no circumstances shall the Company be liable to the Customer or to third parties for loss (including, but not limited to, profit or data) damage or injury howsoever arising. In any event, the total liability the Company shall have to the Customer shall not exceed the value of the Goods covered by this invoice.

8 In the case of Goods not of the Company’s manufacture, the Company will extend the Customer the benefit of any guarantee, warranty or condition which may have been granted to the Company by the supplier of the goods and will take such steps as the Customer may reasonably require to enforce such rights but save as aforesaid no condition or warranty is given by the Company in relation to such Goods that are not of its manufacture.

9 The warranties in this clause in no way invalidate any statutory right of the Customer.

10 The failure by the Company at any time or for any period to enforce any one or more of these Terms and Conditions shall not be a waiver of them or a waiver of the right to enforce such Terms and Conditions on a future occasion.

11 Each of the above Terms and Conditions shall be read and construed independently of each other so that if one more is held to be invalid as an unreasonable restraint of trade, or for any other reason whatsoever, then the remaining Terms and Conditions shall be valid to the extent they are not held to be so invalid. Further, in the event that any Term and Condition shall be found void but will be valid if some part thereof were deleted then such modification as may be necessary to make it valid and effective.

12. The Company shall not be responsible for any failure to perform its obligations hereunder due to circumstances beyond its control.

13 The contract between the Company and the customer shall be governed by and construed in accordance with English Law.

Monthly Direct Debit Terms & Conditions (Support and Software licence rental)
Customer obligations:

• To ensure payment is available from the nominated bank account on the due date and that the bank account is in the name of the applicant.
• To give at least one month’s notice of amendments to bank and building society details and of change of name, address or any change to ticket subscriptions.
• To give at least one month’s notice of your intention to cease Direct Debit payments. Failure to give notice will incur an administration charge of £35 plus VAT.
By signing the Direct Debit Mandate you are agreeing to these terms and conditions.
The monthly scheme has a minimum contract term when joining of 12 months from your initial start date. Should you leave the scheme within 12 months of joining, JNC Solutions Ltd reserves the right to charge for the balance due up to the 12 month period, payable immediately. We reserve the right to request payment for up to two month’s by bank transfer before the Direct Debit is set up.
Support and/or Rental paid on a Direct Debit will continue to be collected after the first 12 month period until such time that we receive one month cancellation notice.
Support and/or Rental will not commence until the first payment is received and cleared through our bank.
Support and/or Rental will be suspended on notification of any unpaid Direct Debits until your account is brought up to date. The Balance on the account will then become due and payable in full. Failure to pay a Direct Debit will result in an administration fee of £35+VAT, payable on request. Two successive Direct Debit rejections will result in you no longer being eligible for the scheme. If you leave the Direct Debit Scheme and providing your account has no outstanding balance, and has been conducted in accordance with our policy, any subsequent application will be subject to the normal new application guidelines. New terms and conditions will apply. We reserve the right to terminate direct debit arrangements if the direct debit payments are not promptly and regularly paid via the nominated bank or building society account.

We reserve the right to amend the Direct Debit in the event of increased costs, VAT rates etc. Direct Debit applications must be completed and signed by an account holder. You have the right to cancel the Direct Debit within 7 days of signing the Direct Debit Mandate, provided that Support has not been
provided at any time before or after completion of the Direct Debit Mandate. (Unless Support and/or Rental subscriptions are up to date)
All applications for our Direct Debit scheme may be subject to a company credit check and withdrawn if unsatisfactory reports received. You agree to make available to us without charge any information or facilities we may reasonably need to supply the support to you, including, but not limited to, computer print-outs and photocopies of documents. We agree to keep confidential, any such information you let us have.

We use call recording software and may record your call for security and training purposes and for other purposes which help us to provide high quality service, including keeping a record of the support provided to you. We guarantee that we will use our reasonable skill and care to provide the support and any other service for which you have paid our fees or which you are entitled to under this agreement but you understand that we cannot guarantee that the provision by us of the support services will be constant and without interruption.

Support Contract Terms and Conditions

1. What this agreement is about
This agreement describes how we will supply you with support for the software you have obtained from us your supplier (the software). This agreement, together with any relevant documents we have
provided with this agreement, covers the Company support including any upgrades, additions or other variants to this service (the support), but only applies to the level of support which you have subscribed to or which you are entitle to receive as part of your use of the software.
If Sage software support has been supplied the Company the support contract has been taken out directly with Sage on your behalf and is subject to Sage standard support terms and conditions. In this case Sage will support their products directly with the Customer.
2. Who this agreement is between
Us, JNC Solutions Limited (company registration number 2843407, VAT number GB 487 2612 23, registered office: 93 Selly Park Road, Selly Park, Birmingham, B29 7LH); and you, the person or
organisation authorised to use the software and receive the support. By entering into this agreement you and we agree to be bound by it and any relevant documents and to keep to their terms, and we
agree to provide the support to you as described in this agreement and those relevant documents.

3. How you accept this agreement and when the agreement starts.
The agreement commences and you accept every term of this agreement if;
You ask us to supply annual support and we receive payment for our invoice for that support to you; or
you renew your support subscription in accordance with this agreement.
The support period will be annual, monthly or for a specified period agreed. The period starts from the date of invoice for the next support period or for a specific period detailed on the invoice. Support will not commence or be provided if payment has not been received by the due date. Usually the invoice date. If a period of free support has been provided this will be specified in writing by email. During the agreed support period we will supply the support to you as described in this agreement and any relevant documents or other sources of information (such as information published on our website) we may produce from time to time setting out details of those items included within your support subscription.

During the support period you can contact our helpdesk by email to support@jnc-uk.com or telephone 0844 414 2547. If you are not satisfied with the support we supply to you, or have any other problem with it, please email our customer care team on support@jnc-uk.com or call 0844 414 2547 or such other email address or telephone number that we have told you about in any supporting documentation describing the support.

On each anniversary of the start of this agreement or at the end of any free period of support (as appropriate), you can renew your support subscription for the next period. Before the end of your current support subscription period, we will endeavour to send you a renewal reminder detailing the applicable renewal fees. It is up to you, the customer, to ensure that support is paid on time. Support will not be renewed until payment has been received for the next period.

4. Software Support
a. We will give you software support covering problems you may have using the software which may be given by way of telephone, email, fax, post, remote assistance and self-help online support. Unless we agree otherwise, we will not give you software support or other assistance for any hardware, third-party software or other equipment used with the software. Software support is available Monday to Friday from 9am to 5pm excluding bank holidays and Christmas Period from 27th to 31st December.
b.To enable us to provide a more efficient service to you, you agree to tell us about any defect in the software within five days of you first becoming aware of it. If you ask us to provide you with remote assistance, you agree to accept a software file onto your computer system(s) (where necessary) to allow us to provide that assistance. i.e. Software updates and upgrades
c. You agree to promptly install and use any ‘updates’ we may issue to you (an update is a permanent fix to a known problem or due to change to legislation released by us from time to time). The terms of
your licence for the software and any other terms we supply with an update and/or an upgrade will apply to that update and/or upgrade (as the case may be).
d. Access to support and our website.
We cannot guarantee that the support will meet your needs or that we will be able to fix any problem with the software which has arisen because you have used the software in a way not allowed by the
relevant software licence agreement, this agreement or by us in writing (for example where you have allowed a third party to configure or otherwise adapt the software), or if you have not followed our advice or recommendations from time to time or if you have not promptly installed any updates or upgrades (as appropriate) we may issue to you. We will do everything reasonably possible to make sure that the sections of our website which contain business information are free from viruses. However, we cannot guarantee this. We recommend that you use your own virus-protection software. We cannot guarantee that our website will be compatible with your browser or computer set-up, or that your access to our website will not be interrupted (this may be beyond our control). From time to time we may temporarily stop providing access to our website, for maintenance, repairs or other reasons.

e. Except where paragraph 6c applies, this agreement describes all of our guarantees relating to the support. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the support would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.

5. How you or we may end this agreement or suspend the support services
a. We may end this agreement at any time on giving you at least seven days’ notice and if we do, we will refund to you such proportion of the subscription fee you have paid for the year in question as is appropriate to the unexpired period of the duration of this agreement.
b. You may end this agreement at any time by giving to us at least seven days’ notice during your subscription period by calling us on 0844 414 2547. If you do, you will not be entitled to any refund of
your subscription fees and if you have not paid all of your subscription fees for that subscription period, you must also pay them to us immediately. If you owe us any other amounts in relation
to this agreement at the time you end this agreement, you must also pay them to us immediately.
c. This agreement will automatically and immediately end if you become bankrupt (or something similar happens) or your business cannot pay its debts or stops trading, or if any finance arrangement relating to the support has ended for any reason without you paying the full amount of that finance. In those circumstances, we will not give you a refund.
d. If you or we discover that the other has done something which is not allowed by this agreement, or have not done something that must be done, the one who discovered the situation can give the other notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who discovered the situation can then end this agreement by giving the other written notice that this agreement will immediately end. If this agreement is terminated because of something we have done or not done, we will refund to you such proportion of the subscription fee you have paid for the year in question as is appropriate to the unexpired period of the duration of this agreement. In all other circumstances, we will not give you a refund.
e. We may also end this agreement if you fail to pay any amount you owe to us within seven days of the due date, or, alternatively we may stop providing the support services to you until you have paid us those outstanding amounts.

6. Our liability and responsibility to you if something goes wrong
a. Our liability (including for negligence) in any year under this agreement will be limited to paying you an amount equal to the total of 125% of all fees you paid for the support in that year.
b. You are better placed to understand the risks to your business that may occur as a result of you using the support. Accordingly, we will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience the problem: financial or similar loss of any kind, including, for example, loss of profits, business, estimated savings or goodwill, however the loss is caused; any interruption to your business or damage to information, however that interruption or damage is caused (particularly because you should maintain regular backups of your own information); loss or damage which we could not have reasonably known about at the time you entered into this agreement; losses you suffer as a result of using any advice we give you via the business advice helpline or, if we let you use that advice to support your clients, using that advice to support your clients if (i) you do not promptly give that advice to your clients (where appropriate); or (ii) you or your clients (where appropriate) do not promptly follow that advice; or (iii) you do not provide us with all facts relevant to the issue that is the subject of that advice. (If we let you use that advice to support your clients, nothing in this agreement will create a legally binding relationship between us and your clients in relation to that advice); losses you suffer as a result of using the support, other than as described in this agreement and the relevant documents. We recommend that you consider obtaining insurance cover if you believe that you could experience anything that we have told you that we will not be responsible for.
c. Nothing in this agreement will prevent or limit your or our liability for: fraud; death of or personal injury to any person as a result of our negligence; or any legally binding promise, automatically given by law, that you can have the licence or that you can use the software without someone else claiming that you cannot.
d. Your and our responsibilities under this agreement are reasonable because they reflect that: we cannot control how, and for what purposes, you use the support we have not developed the
support specifically for you; and although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure there are no problems with the support.

7. How we use information about you
We will use any information you give us under this agreement to:
meet our obligations under this agreement or any other agreement we have with anyone who licenses us (our licensors), or our subcontractors; contact you to see if you would like to take part in our customer research; contact you about our other products and services and those of others which we think you will be interested in.
(If we do contact you in this way, we will try to speak to the relevant person in your organisation, and we may contact you directly, or use other organisations which we have hired to contact you for us.) We may give information to other companies in our group of companies, our licensors and ontractors, and other organisations described in relevant documents. For example, we may give information to the following:
Your software supplier (if you have one)
The person or company (if any) providing you with finance
Our training providers
Companies which we use to help us send you post and other communications research
If you give us information which could give away the identity of an individual, you are agreeing that we can use it as described above. If at any time you do not want us to use such information in that way,
please call us on 0844 414 2547 or email us at sales@jnc-uk.com.

8. General terms
a. Any supplier or business partner from whom you buy your support (or your licence to the software) does not have any authority or right to enter into any contract or provide any guarantee on our
behalf. We are not responsible for any changes these organisations have made to the software or for anything they do or fail to do.
b. If we quote you a price, on our website or by phone, for any of our products or services, that price will be confirmed when we issue our invoice.
c. If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both of us. However,
if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
d. If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
e. This agreement and any documents referred to in this agreement (including any payment terms and all up to date support literature at the start of this agreement) is the entire agreement between you and us for the support, the business information and the business advice helpline (where appropriate), and replaces all documents, information and other communications (whether spoken
or written) between us for such use.
f. It is important to us to have a direct relationship with the users of our software, so you must not transfer this agreement to anyone else. We may transfer this agreement to another organisation which is part of our group of companies.
g. From time to time we may change this agreement by telling you that we have changed it. If you do not agree with those changes, please contact us as soon as possible. If you buy any other product or service relating to the software, from us or your software supplier, after we have told you that we have changed this agreement, we will consider you to have accepted those changes. h. If circumstances beyond our reasonable control arise, we will not be liable for failing to meet our responsibilities in this
agreement because of those circumstances, for as long as those circumstances continue.
i. This agreement is between us and you. Nothing in this agreement gives anyone any right or benefit under this agreement (or any benefit under the Contracts (Rights of Third Parties) Act 1999). This means that only you and we can benefit from the rights set out in this agreement.
j. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of England and Wales and you and we both agree that the courts of England and Wales will be the only courts that can decide on legal disputes or claims about this agreement.