Terms & Conditions | Business to Business

RXPerience Limited
TERMS AND CONDITIONS FOR BUSINESS TO BUSINESS SALES

Introduction
You are entering into this agreement in the course of a business, not as a consumer and, each order for services that you make will be with RXPerience Limited ("RXP", "we", "us") and will not be effective unless and until it has been accepted by us by email or in writing. We reserve the right to refuse any orders or requests for services.

What we will do under this agreement
We will provide the services under any order which we have accepted, by some combination of e-mail, CD-ROM, or downloadable PDF files from our website.

Details of all of the services that you can order as a business are set out on this website. Where we agree with you to provide any bespoke development of the services, or where you have requested business consultancy services which are contained in the RXP Consulting section of this website, details of those will be set out in a specification which we will provide to you prior to delivering the services.

We aim to respond to requests for services within 3 working days, excluding weekends and public holidays.

What you agree to do under this agreement
Supply us with any information and assistance reasonably requested or otherwise necessary or relevant for us to perform our obligations under this agreement. Also, please note that the content of the services we provide, whether it has been tailored to your specific business or not, is provided to you on a confidential basis and must not be passed on to anyone else without our prior permission.

You agree to only use the services we supply for the internal use of your employees only (the Permitted Licence Scope) and you shall not permit any third parties to use any of the services which you order. You shall not copy, reproduce, republish, download, post, broadcast, transmit or otherwise use any content contained in the services except in accordance with the Permitted Licence Scope.

You agree to remain wholly responsible for the equipment you use which enables the services to be received.

Ownership and quality of information
Legal and beneficial title to all intellectual property rights existing in any documentation, data, know-how, methods and concepts, used or developed by us in providing the services, shall, as between you and us, belong to and will remain vested in us.

All conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) as to the quality of the goods we supply or their fitness for a particular purpose (even if that purpose is made known expressly or by implication to us) are expressly excluded.

Confidentiality
The services you order are provided on a confidential basis and we will use reasonable endeavours to ensure no elements of your order or the services are disclosed to any third party unless we are required to do so by law or any competent regulatory body. However, where reasonably practicable, such disclosure will only be made after consultation with you.

Any confidential information received by either of us about the technical or commercial activities of the other will not be disclosed to any other person except to the extent that such information is public, other than as a result of the breach of any obligation of confidence.

Data
When you place an order, all personal data provided to us will be used in accordance with data protection laws, our data protection notice and our privacy policy.

Our promise to you
We will use all reasonable care and skill in providing the services you order under this agreement, but the services you order constitute general guidance only and you remain wholly responsible for any reliance you place on the services. We do not guarantee any results of the services. Any decision you make having received any of our services are your own and you remain wholly responsible for any decisions and actions you take.

Price
Prices for standard services are set out in a licence price list on our website and exclude UK VAT which will be added to orders at the prevailing UK rate for deliveries in the EU. We reserve the right to change the prices at any time. However, if we accept an order from you, the price of the services will be the price set out on the relevant page at the time the order for them is placed. For services which have been tailored to your specific business needs we will provide you with details of our fees (and any expenses) at the time of providing a specification to you. If you are happy with the specification and our fee and expenses we shall require you to confirm this by writing or email.

Payment
In all cases (unless we agree otherwise) payment in full will be required before we deliver the requested services to you. For services ordered over our website you can make payment by credit card or other payment card which we specify on our website, over the website. If you order the services in any other way or prefer not to use our Internet payment facility you can pay us by bank transfer or by cheque. In this case you should contact us by phone or email or write, with details of your chosen payment method.

Delivering the services you order
Whilst we will endeavour to deliver the services on time, we will not be liable to you for any late delivery of the services, and time for delivery shall not be of the essence in this agreement, but we will try to let you know in advance if we are unable to deliver and agree another date with you.

What happens if things go wrong?
We will try to resolve any problems promptly and to our mutual satisfaction. However, if we are unable to do so, the total of our liabilities arising under or in connection with this agreement (whether arising from our negligence or from breach of this agreement or howsoever) will not exceed the price you have paid for any services under this agreement.

We will have no liability whatsoever in connection with any loss or damage caused by the failure of the equipment you use in connection with this agreement.

Notwithstanding anything to the contrary in this agreement (whether this agreement continues in force or not) we will not be liable to you for any loss of contracts, loss of revenue, loss of anticipated savings, loss of use or profits or business or for any extra operating costs or any indirect or consequential loss whatsoever or howsoever caused.

Nothing in this agreement will operate so as to exclude or in any way limit our liability for death or personal injury caused by our negligence, or any other liability that may not be excluded or limited as a matter of English law.

We contract on behalf of our employees, associates, consultants and freelancers for the purposes only of securing for them the benefit of protection under this section of the agreement.

Amending an order
We will confirm the details of your order by email or in writing. You should check them for any errors and you will then have 7 days, provided you have not commenced downloading the services, to request correction of your order. You should make such a request in writing and we will then consider your request and inform you if we agree to it. Any request which we consider to be a new order will not be effective unless and until it is accepted by us in accordance with these terms and conditions. We will use reasonable endeavours to incorporate your request into the services we provide.

Ending this agreement
This agreement will end when the services ordered have been delivered and when we have received full payment for them.

Without restricting any other of our rights or remedies, either party may terminate this agreement immediately upon written notice in the event that the other commits a material breach incapable of remedy or fails to remedy any other material breach within 30 days of receipt of a written notice thereof or has a receiver, administrator or an administrative receiver appointed or becomes the subject of a resolution or order for winding up or bankruptcy.

Appointment of freelancers
To enable us to provide you with any services in the most appropriate way, we have the right to assign or sub-contract the whole or any part of this agreement to freelancers of our choice without your prior consent.

Unforeseen events
We are entitled to delay the delivery of the services if we are prevented from or hindered or delayed in delivering the services as a result of any circumstances beyond our reasonable control.

Governing law
This agreement is governed by and construed in accordance with English law and is deemed to have been made in England and we both agree to submit to the non-exclusive jurisdiction of the English courts.

The headings in this agreement are for reference only and do not affect their construction.

All terms in this agreement, which are either expressed to survive or which are by implication intended to survive termination or expiry of this agreement, will continue to survive after the termination or expiry of this agreement.

General issues
This agreement is the entire agreement between us and it supersedes any previous agreement between us relating to any services we provide, unless otherwise agreed in writing by us both.

We both agree that by entering into this agreement, neither of us has relied on, and is not able to have any remedy for any statement, promise, representation or understanding (whether it is made negligently or innocently) of any person other than what is expressly promised in this agreement. The only remedy available for breach of the promises in this agreement is for breach of contract. Nothing in this paragraph attempts to limit or exclude any liability for fraud.

No failure or delay in enforcing any of our rights under this agreement will prejudice or restrict those rights. If we waive our rights to require you to comply with this agreement it will not operate as a waiver of any further exercise of that right and a waiver of any breach will not operate as a waiver of any subsequent breach.

We both agree that each provision of this agreement is severable and distinct from any other. If any part of this agreement is found to be illegal, invalid or unenforceable in whole or in part, we both agree that the legality, validity and enforceability of the remainder of this agreement is not affected.

No terms of this agreement are intended for the benefit of any third party, except where expressly stated in this agreement, and we both agree that it is not intended that any term of this agreement should be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999. If you chose to make an order, these terms and conditions only apply to that order and not any future orders.

You should print off a copy of these (Version 2004:1) Terms and Conditions or save electronically for your own records.

RXPerience Limited
Registered Office : 15 Rectory Road, Farnborough, Hants. GU14 7BU
Company Number: 4705204
VAT Number: 812420377