The following terms and conditions (“Terms”) apply to all transactions with Softcat plc (except to the extent that the Softcat Master Services Agreement is stated to apply) to the exclusion of all other terms and conditions, irrespective of the date of any alternative terms and conditions which may be sent to Softcat. These Terms shall become binding on the Customer on the earlier of: (i) An Order is accepted by Softcat; (ii) The Customer signing or agreeing in writing to an Order; (iii) the Customer agreeing these Terms in writing (which may include email or acceptance through EchoSign; (iv) the Customer paying any amount towards any item specified in the Customer Schedule; (v) Softcat delivering or installing (where applicable) any Product or Service; or (vi) the Customer using or accessing any Product or Service.
“Confidential Information” All information, technical data or know-how, (whether written, oral or by another means and whether directly or indirectly) relating to the disclosing party (“Disclosing Party”) whether created before or after these Terms come into force including, but not limited to, research, products, services, customers markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, which is reasonably deemed to be confidential or proprietary. Confidential Information includes the information of a Third Party that is in the possession of one of the parties hereto and is disclosed to the other party hereto in confidence. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure, as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (ii) prior to or after the time the disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is expressly approved in writing for release by the disclosing party or (iv) is independently developed by the receiving party without the use of any Confidential Information of the other party.
“Consultancy Services” Specialist advisory and reporting work which Softcat may undertake for the Customer from time to time pursuant to an Order.
"Customer" The person, company or other body purchasing the Products and/or Services from Softcat pursuant to an Order.
“Customer Schedule” The document setting out the agreed charges and fees for Products and or Services and all other information relevant to the Order (including, without limitation, any specification or scope of works), which may take the form of an Order, (where it has subsequently been accepted by both parties as forming an Order) a Quotation or such other document as contains that information.
“EULA” The end user licence agreement applicable to the relevant Product, as stipulated by the manufacturer or licensor (as the case may be) of that Product.
"Hardware" Any information technology and/or computer and communications hardware to be supplied to the Customer by Softcat pursuant to an Order.
"Intellectual Property Rights” Rights of any nature whatsoever, whether registered or unregistered including, without limitation, any patent, right in a design, copyright, trade mark, utility model, design right, service mark, database right and other intellectual property right whether or not capable of registration as may exist anywhere in the world, now or in the future.
"Maintenance" Any support and maintenance service(s) to be provided to the Customer by Softcat pursuant to an Order.
"Order" A written or oral tender, offer, quotation, agreement, delivery relating to the supply of Products or the delivery of Services by or on behalf of Softcat.
"Particular Losses" Without limitation, pure economic loss, loss of profit, loss of revenue, loss of data, loss of business and/or depletion of goodwill or anticipated savings, legal costs and any other indirect, consequential, special or punitive loss.
“Products” Any Hardware or Software or other goods supplied by Softcat to the Customer pursuant to an Order.
“Quotation” The written statement provided by Softcat to the Customer prior to concluding an Order, setting out the specification, scope, price and any other relevant details in respect of, and summarising any specific terms for, any Products and/or Services to be provided.
"Services" The services to be supplied by Softcat to the Customer pursuant to an Order, which may include (without limitation) delivery, installation, implementation, Maintenance and Consultancy Services.
“Softcat” Softcat plc a company registered in England and Wales with registered number 02174990, whose registered address is Solar House, Fieldhouse Lane, Marlow, Buckinghamshire, United Kingdom SL7 1LW.
“Software” The pre-packaged software or electronic licence supplied to the Customer by Softcat pursuant to an Order.
"Third Party" Any person, company or other body not being Softcat or the Customer.
"Working Day" Monday to Friday excluding public holidays in England and Wales (or, if the supply of Products and/or Services is to a country other than England and Wales, excluding the public holidays in England, Wales and the country to which the supply is made).
"Working Hours" The hours of 9.00 a.m. to 5.00 p.m. during a Working Day.
Version 3.4, with effect from 17 December 2015