Terms and Conditions – On Premise
MadSoft Solutions Pte Ltd Terms and Conditions of Sale
In these terms and conditions the following expressions will have the following meanings:
- 1.1 “Seller” means MadSoft Solutions Pte Ltd
- 1.2 “Buyer” means the person placing an Order with Seller.
- 1.3 “Default” means any act, representation or omission by Seller, its officers, employees or agents, or which is done, made or not done (as the case may be) as a result of any act, representation or omission of any ofthem (whether deliberate or negligent), in connection with or in relation to this agreement as a result of which Seller is legally liable to Buyer or any third party whether in contract, tort or otherwise. A number of Defaults which together result in or contribute to substantially the same loss or damage shall be treated as one Default occurring on the date of the occurrence of the last such Default.
- 1.4 “Products” means the hardware or software the subject of the Order placed with Seller.
- 1.5 “Conditions” means these terms and conditions which will govern the supply of the Products and Services.
- 1.6 “Order” means the order placed by Buyer with Seller for the supply of the Products or Services.
- 1.7 “Contract” means the contract for the supply of the Products or Services concluded by the placing of an Order which is accepted in writing by Seller.
- 1.8 “Services” means any training, consultancy or other services provided by the Seller.
2. Scope of Contract
- 2.1 Neither Buyer nor Seller will be bound by any variation or waiver of the Conditions or of the quantity, design, specification, or arrangements for delivery, for any Products specified in any contract unless and until agreed by both parties in writing.
- 2.2 Any terms and conditions used by Buyer in the course of its business or contained in Buyer’s Order which are at variance with these Conditions will not apply to any Contract.
- 2.3 Unless otherwise stated all quotes given by Seller are based on price lists in force on the requested delivery date and will expire 21 days after the date on which they are given.
- 2.4 Orders may not be transferred by the Buyer.
- 2.5.1 Seller sells Products and provides the Services as dealers only, to the intent and with the effect that no other person or persons shall have any rights or obligations or be entitled or liable to sue or be sued, under the contracts it enters into.
- 3.1 Delivery of the Products will be arranged by Seller according to Buyer’s requested delivery date subject to Seller’s existing priorities and schedules. Buyer will be advised of Seller’s estimated time or date for delivery, which is an estimate only and may be cancelled or revised at seller’s option. Time for delivery by Seller will not be of the essence of the Contract. The Products comprised in any Order may be delivered and invoiced in instalments, at the Seller’s discretion.
- 3.2 Deliveries of Products will be made to the address given on the Order. Any additional costs caused by a change of delivery address will be borne by the Buyer.
- 3.3 Seller will have no liability to Buyer in the event of non-delivery of the whole or any portion of the Products or failure to supply all or part of the Services caused directly or indirectly by any cause beyond Seller’s control.
- 3.4 Unless the Buyer informs the Seller of an incorrect delivery in writing within five working (5) days of the delivery the delivery will be deemed to have been in accordance with the order.
- 3.5 The Services will be provided in accordance with the Seller’s quotation.
4. Payment and Price
- 4.1 The price stated in the Seller’s quotation for the Services excludes Goods and Services Tax and any other tax which may be imposed on the Services.
- 4.2 Payment of the price of the Products or Services comprised in each Order will be made:
- 4.2.1 By Buyers in the Singapore in Singapore dollar;
- 4.3 Subject to 4.2 payment shall be made when the Order is placed by cheque or direct credit transfer or in cash on delivery. Time for payment is of the essence of the Contract.
- 4.4 Seller is entitled to interest on any unpaid invoices from the due date until payment at whichever is the higher of 1% per month or part of a month or one month whichever prevailing from time to time plus 3%.
- 4.5 If the Buyer does not comply with the payment terms the Seller may at its discretion suspend or cancel deliveries of Products and the supply of Services.
- 4.6 A non-refundable deposit of 50% is payable to Seller upon confirmation of quotation.
5. Risk, Cancellation and Termination
- 5.1 If the Buyer wishes to cancel an order for bespoke Products or Services it shall remain liable for the costs already incurred by the Seller, which the Seller will use reasonable endeavors to minimise.
- 6.1 Subject to clause 6.2, until all monies due from Buyer to Seller on any account have been received by Seller:
- 6.1.1 No title to the Products shall pass to Buyer. Buyers only purchased the license to use. The software product is licensed, not sold.
- 6.1.2 Until license to the Products has been passed to Buyer it will store the Products on its premises separately from its own goods or those of any other person in such a way that they can be easily identified as theproperty of Seller. Seller will be entitled to enter Buyer’s premises upon reasonable notice to verify Buyer’s compliance with this clause.
- 6.2 Seller retains title to all software and documentation included in the Products, all media on which such software is delivered to Buyer, and to all material supplied or used as part of the Services.
- 6.3 If Buyer fails to make any payment to Seller when it is due Seller shall be entitled to enter, without prior notice, any premises of Buyer where Products are stored or are reasonably thought to be stored and torepossess and dispose of any Products title of which has not passed to Buyer so as to discharge any sums owed to it by Buyer under any Contract.
- 6.4 The license to use is deemed passed over to the buyer upon installation of the software key.
- 7.1 All products delivered carries with it a one year warranty from the date of delivery.
- 7.2 Warranty of the products is considered void upon any unauthorized modification of the products delivered.
- 7.3 Any modifications to the products delivered require verification and authorization from the Sellers to continue enjoying the warranty.
- 7.4 The Seller shall have no liability for any loss of data, costs, damages, or disbursements, whether direct or indirect, consequential or otherwise.
- 7.5 The software is licensed to the buyer as it is and with all faults.
- 7.6 This warranty does not cover damages arising from or due to acts of god, accident or misuse.
- 7.7 This warranty does not cover ‘problems’ arising from or due to wrong power supply, improper installation, set up adjustments, weak or unclear signal reception and lack of maintenance of the products.
- 7.8 The seller will use all reasonable endeavours to ensure that the information , products, recommendations and solutions the seller provide are correct and to the best of seller opinion and effort. However, the sellergive no warranty concerning buyer use or that the results will fully meet the objectives sought.
- 7.9 All warranty refers to hardware products only
8. Prohibition Against Alteration
- 8.1 The Buyer shall not copy, alter, modify, tamper, enhance, update, update, license, encumber, transfer or otherwise deal with the software or any part thereof without the prior written approval of the Company.
9. Indemnity and Limitation of Liability
- 9.1 The Seller under this Agreement shall not be liable for any loss (including loss of data, profits or contracts or other indirect or consequential loss), damage, costs or expenses, (whether direct or indirect) or for injury of whatever nature, howsoever caused, including but not limited to those suffered by third parties, arising from the Seller’s performance of failure to perform its obligations hereunder or in connection with this Agreement. The Buyer shall indemnify and hold the Seller harmless from any claims by third parties or otherwise for injury, loss or damage of whatever nature, howsoever, arising of any third party equipment or software. This clause shall survive any termination of this Agreement.
10. Third-Party Equipment and Third-Party Software
- 10.1 The Buyer shall not use, connect or interface, or allow to be used, connected or interface, to the Seller’s software or any interface, any Third Party Equipment or Third Party Software without the prior written approval of the Seller.
11. Customization of software
- 11.1 All customized software carries with it a three months evaluation period from first day of date of delivery of the customized software.
- 11.2 Subsequent delivery or installation date of all customized software is not considered as the first day of date of delivery of the customized software.
- 11.3 Amendments to the customized software features can only be carry out within the three months evaluation period.
- 11.4 Any amendments to the customized software is limited to the agreed documented specifications and any amendments to the software can only carried out after a written agreement between the seller and the buyer.
- 11.5 Any amendments to the customized software not within the evaluation period will be deem as a chargeable item.
- 11.6 Unless otherwise specified in documented specifications, the solution to meet the documented specifications will be dictated by the seller.
- 12.1 These Conditions and any Contract shall be interpreted and enforced in accordance with Singapore law. The buyer hereby consents to submit to the exclusive jurisdiction of the Singapore Courts.
- 12.2 Any failure by the Seller to exercise or enforce any of their rights or any of the provisions of these Conditions or any Contract shall not constitute a waiver of such right or provision unless agreed to by the Seller in writing.
- 13.1 The failure of the seller to enforce at any time any of the provisions of the Agreement or to require at any time your performance of any of such provisions, shall in no way affect the validity of the Agreement or the right of the seller thereafter to enforce each and every provision.
- 13.2 No waiver of any default hereunder by the seller or any failure to enforce any right hereunder shall be deemed to constitute a waiver of any subsequent default with respect to the same or any other provisions hereof.
14. Training Lessons
- 14.1 Unless otherwise stated, all training lessons conducted by seller are basic and introductory lessons on the use of the software or hardware features.
- 14.2 The seller disclaims any responsibility of any features of the software or products covered / taught or not covered / not taught in the training lesson.
- 14.3 The contents of all training lesson are subjected to changes at the sole discretion of the seller at anytime.
- 14.4 Training lessons or any features of the software and hardware (either sold or not sold by the seller) cannot be used as a basis or reason for canceling or rejecting the software, hardware or services provided by the seller.