Definitions

1. The following terms shall have the     meanings set forth below whenever they arise in this Agreement:
    
   • "Agreement" means this fixed‑term contract      between Computle and you.
    
   • "Contract Price" means the fixed price payable by      you for the duration of the term, as specified on the order form.
    
   • "Commencement Date" means the date you download or      access the Computle Software.
    
   • "Term" means the period for which this      Agreement is in force as set out on the order form, or, if not specified,      a default term of three (3) years.
    
   • "Computle Goods" means the computer products (the      Computle Monitor and/or Computle Box) which comprise a personal computer      (and optional monitor) (without keyboard and mouse) including all      additions, modifications, replacement parts, and other supplies provided      to you under this Agreement.
    
   • "Computle Software" means the software provided to      you under this Agreement, including all subsequent modifications,      upgrades, new versions, and releases, and, where applicable, Third‑Party      Software.
    
   • "Computle System" means the combination of Computle      Goods and Computle Software.
    
   • "Computle Maintenance Support      Centre"      means the support centre address set out on our website.
    
   • "Computle Support" means the hardware maintenance      and/or Computle Software and Third‑Party Software support services      provided by Computle to you on the terms and conditions of this      Agreement.
    
   • "Deposit" means any advance payment      required by Computle as set out on the order form.
    
   • "Preventative      Maintenance"      means the maintenance provided by Computle to ensure that the Computle      System operates at a standard level.
    
   • "Remedial Maintenance" means maintenance provided by      Computle to repair an identifiable fault in your Computle System.
    
   • "Site" means the location where the      Computle System is installed, as notified by you on our website.
    
   • "Third‑Party Software" means any software owned by a      third party that is licensed for use by you as part of the Computle      Software.
    
   • "You" means the person or entity who      purchases the Computle Goods, licenses the Computle Software, and      receives maintenance services from Computle.

Licence toUse Computle Software

2. Computle grants to you a non‑exclusive,     non‑transferable licence to use the Computle Software, including any     applicable Third‑Party Software, in accordance with these terms (including     the termination provisions).
3. You shall use the Computle Software     on the Computle System solely for your own internal purposes and at the     address specified on your order form.
4. Should you wish to upgrade or     change the Computle System, you must notify Computle. Such changes are     subject to Computle’s prior written consent and any applicable additional     fee, as set out on our website.
5. You agree to comply with any     additional Third‑Party Software conditions communicated by Computle     (including executing any necessary licences) and to indemnify Computle     against any claims arising from your breach of such conditions.

Term andPrice

6. This Agreement commences on the     Commencement Date and continues for the Term as specified on the order     form (or for a default term of three years if not otherwise specified).
7. In consideration for the rights and     services provided herein, you shall pay the Contract Price in accordance     with the payment schedule set out on the order form.
8. Upon receipt of the Deposit (if     applicable), Computle will provide you with any necessary access     credentials for the Computle System. You agree to keep such credentials     confidential and notify Computle immediately if they become compromised.
9. Computle may terminate this     Agreement if you fail to pay any amounts due in accordance with these     terms.
10. In the event of termination by     either party, Computle will refund any deposit paid, less any deductions     for sums due, reasonable administrative and recovery costs, or charges for     fair wear and tear on the Computle Goods.
11. Termination of the licence     provisions herein shall automatically terminate any support obligations by     Computle with respect to the Computle Software.

Supply,Installation, and Acceptance

12. The Computle Software (and Computle     Goods) will be supplied to the delivery address provided on your order     form. Computle will make reasonable efforts to adhere to agreed     installation dates; however, Computle is not liable for any delays.
13. You will be deemed to have accepted     the Computle System (including the Software) within seven (7) days     following delivery unless you notify Computle in writing of any defects.
14. Use of the Computle Software is     conditional upon your payment of the Contract Price.

Rights inthe Computle Software

15. No title, ownership, copyright, or     any other intellectual property rights in the Computle Software or Third‑Party     Software will be transferred to you.
16. You acknowledge that the Computle     Software contains proprietary information. Except as expressly permitted     in writing by Computle, you will not disclose or make the Computle     Software available to any third party. You agree to indemnify Computle     against any claims arising from such unauthorized use.
17. You shall not copy the Computle     Software (or Third‑Party Software) except for reasonable backup or     security purposes. All copies must retain all copyright and proprietary     notices.
18. You will ensure that your     employees, agents, and subcontractors understand that the Computle     Software is confidential and proprietary and will use it only in     accordance with these terms.
19. You acknowledge that the commercial     value of the Computle Software is significant. You agree to indemnify     Computle for any loss or expense resulting from unauthorized use or breach     of these terms.

YourUndertakings

20. You acknowledge that you are     licensed to use the Computle Software and any Third‑Party Software solely     as permitted by this Agreement.
21. You undertake:

• to ensure that the Computle     Software and Third‑Party Software meet your business requirements (it is     your sole responsibility to assess suitability before use);
• to permit Computle to review any     data used in connection with the Computle Software for troubleshooting     purposes;
• to ensure that any operating system     or supporting software used with the Computle Software is legally licensed     by you, and to indemnify Computle against any third‑party claims arising     therefrom;
• to employ suitable measures (such     as surge protectors) to safeguard the Computle System;
• to back up your data appropriately;
• to keep all access credentials     secure and confidential;
• to comply with all maintenance and     operational instructions provided by Computle; and
• to provide accurate and up‑to‑date     information when placing your order.

22. You must not decompile, reverse     engineer, or attempt to derive source code from the Computle Software or     any Third‑Party Software (except as allowed by law with prior notice to     Computle).

Computle'sWarranties

23. Computle warrants that it is     entitled to grant you the rights set forth in this Agreement for the     Computle Software and any Third‑Party Software.
24. At delivery, Computle warrants that     the Computle Software is a complete and accurate copy of the current     release.
25. The Computle Software is designed     to conform to the specifications set out on our website. However, Computle     does not warrant uninterrupted or error‑free operation.
26. Computle’s sole remedy for any non‑conformity     shall be (a) remedying the non‑conformity for Computle‑developed Software     or (b) supplying a corrected version for Third‑Party Software if notified     within 20 days of delivery.
27. The warranties in this section are     the only warranties provided by Computle and replace all implied     warranties (including fitness for a particular purpose).
28. You acknowledge that (i) the     Computle Software is not tailored to your individual specifications, (ii)     exhaustive testing in every environment is not feasible, and (iii)     software may contain errors. Computle recommends you secure ongoing     support services if required.

Modifications

29. Computle reserves the right to make     improvements, substitutions, modifications, or enhancements to any part of     the Computle Software or Third‑Party Software provided that such     modifications do not materially detract from functionality or performance.

ComputleGoods

30. You acknowledge that you do not     receive title to the Computle Goods; they remain the property of Computle     until such time as they are returned in accordance with this Agreement.     Until then, you agree to:

• ensure the Goods are suitable for     your requirements;
• verify that upon delivery the Goods     are in good working order and that the Computle Software meets your needs;
• use the Computle System solely in     accordance with its intended purpose, in compliance with manufacturer     instructions and applicable legislation;
• safeguard the Goods against loss,     damage, or theft;
• notify Computle immediately if any     Goods are lost, stolen, or damaged; and
• not remove or deface any     proprietary notices on the Goods.

Any complaintsregarding the condition or delivery of the Goods must be notified to Computlein writing within five (5) working days of delivery. Failure to do so will bedeemed acceptance of the Goods.

Maintenanceof the Computle System

31. Unless you have purchased Computle     Support, you are solely responsible for maintaining the Computle System in     optimum operating condition (except for fair wear and tear).
32. If you have purchased Computle     Support, such services will be provided by Computle as set out in this     Agreement.

Payments

33. You shall pay the Contract Price in     full (or according to the payment schedule specified on the order form)     for the entire Term of the Agreement.
34. The payment method and schedule     will be as specified on the order form. Any additional fees will be as set     out on our website.
35. All payments must be made in full     and on time. Any delays in payment may result in suspension of services or     other charges.
36. You are responsible for any fees or     charges imposed by your bank or payment provider for processing the     payment.

Insurance

37. Unless otherwise agreed in writing,     you may self‑insure. If you do, any insurance covering the Computle Goods     must be sufficient to cover their full replacement value.
38. If you arrange third‑party     insurance, you must ensure that Computle’s interest is endorsed on the     policy and provide proof of insurance upon request.
39. Whether self‑insured or insured by     a third party, Computle may, at your expense, arrange insurance for the     Goods.
40. Any insurance premium incurred by     Computle under such circumstances may be added to your next payment.

Remedies

41. Upon termination of this Agreement,     you must, at your expense, return the Computle Goods (and any ancillary     equipment) to the address designated by Computle within 10 working days,     or allow Computle to collect them. Any costs incurred in collecting or restoring     the Goods will be charged to you.
42. If you fail to return the Goods,     you will be liable for their replacement cost—the higher of (i) any     outstanding amounts due under this Agreement or (ii) the fair market value     of the Goods based on their replacement value.
43. If Computle repossesses and sells     the Goods, the proceeds (after deducting applicable costs) will be applied     to any amounts due by you, with any excess rebated to you.

Ownership ofComputle Goods

44. You acknowledge that you do not     receive title to the Computle Goods; they remain the property of Computle     until such time as they are returned in accordance with this Agreement.

ComputleMaintenance and Support Cover

45. Computle Support services     (including maintenance of the Goods and Software) will be provided at the     rates specified on our website.
46. All support services will be     performed during normal working hours (9 AM to 5:30 PM GMT, Monday to     Friday, excluding public holidays). Out‑of‑hours services are available at     additional rates.
47. To be eligible for support     services, the Computle Goods must be in normal operating condition and at     a supported software revision level.

MaintenanceServices for Computle Service

48. Computle will provide maintenance     services for the Computle Service, including:

• Access to a website portal for     reporting faults;
• Telephone support during normal     working hours for system malfunctions;
• Diagnosis of reported issues and     the provision of temporary or permanent remedial measures; and
• Relocation support for the Computle     Service (subject to applicable charges and prior notice).

49. Maintenance services do not cover     the Computle Service if it has been altered, moved without prior approval,     misused, or subjected to undue physical or electrical stress.
50. Computle is not responsible for     maintenance where issues arise due to accidents, neglect, unauthorized     modifications, or external events (such as natural disasters). In such     cases, maintenance services will be charged at Computle’s hourly rates.
51. Consumables and any external     electrical work are not included in these maintenance services.
52. Computle reserves the right to     notify you if the Computle Service is no longer economically maintainable     and to advise on appropriate reconditioning or replacement options.
53. Computle reserves the right to     upgrade the Computle Service at any time after the Commencement Date.

ComputleSoftware Support Service

54. The Software Support Service     includes:

• Remote fault diagnosis and     recommendations following your report of a software issue.
• Classification of software issues     as critical or non‑critical, with efforts to resolve critical issues     promptly.
• Incorporation of fixes for non‑critical     issues in future releases (with a temporary workaround provided when     feasible).
• Up to two on‑site visits per year     if necessary; additional visits will be charged at the prevailing daily     rate.
• Provision of telephone advice on     optimising your use of the Computle Software.
• Delivery of new releases of the     Computle Software (with associated documentation) as they become     available.

55. Additional Software Maintenance     Services may be provided on terms and charges agreed between you and     Computle.
56. Computle will perform Preventative     Maintenance routines on the Computle System as required. Such maintenance     may occasionally require system downtime, which Computle will endeavour to     minimise.
57. Computle is not obligated to     support the Software if you are not using the recommended operating system     version or if you fail to maintain the Software at the prescribed release     level (unless otherwise agreed).
58. On‑site Software Support services     are not included as a standard feature unless expressly provided.
59. Software Support Services do not     cover defects resulting from unauthorized modifications, enhancements made     without consent, or misuse of the Software.
60. Computle is not liable for software     malfunctions due to external factors such as incorrect use, electrical     issues, hardware failures, or natural disasters.
61. Computle reserves the right to     refuse Software Support Services if:

• An attempt is made by any party     other than Computle to remedy defects;
• Unauthorized modifications or     enhancements are made;
• You fail to comply with payment     obligations; or
• The Computle System is, in     Computle’s reasonable opinion, no longer capable of running the Software     successfully.

Disclaimers

62. Computle will use reasonable     endeavours to provide Software Support and Maintenance Services promptly;     however, no guarantee is given regarding response times, and time is not     of the essence.
63. Computle is not liable for delays     or failure to perform its obligations due to causes beyond its reasonable     control.
64. The provision of Software Support     Services does not guarantee that all software malfunctions will be     corrected, and Computle accepts no liability in this regard.
65. Computle reserves the right to     refuse Software Support Services without refund if any of the conditions     outlined in clause 61 are met.

YourResponsibilities

66. You warrant that you will:

• Operate the Computle System in     accordance with Computle’s instructions and with suitable supporting     equipment.
• Designate appropriate contacts for     support communications.
• Maintain procedures for data backup     and reconstruction, acknowledging that Computle is not liable for any data     loss.
• Safeguard your confidential and     proprietary information and disclose it to Computle only as necessary.
• Notify Computle promptly of any     system malfunctions.
• Control the environmental     conditions at the Site in line with any specified ranges.
• Perform routine and preventive     maintenance as advised.
• Provide access to necessary     information and facilities for Computle’s service purposes.
• Ensure that a representative is     present during any on‑site maintenance visits.
• Operate the Computle System only in     accordance with the supplied instructions and manuals.
• Not modify or add to the Computle     System without obtaining prior written consent from Computle.
• Maintain an adequate backup of your     data throughout the Term.
• Ensure that your internet     connection meets the recommended minimum speed as specified by Computle.
• Provide accurate and up‑to‑date     information on your order. You are responsible for any costs incurred due     to inaccurate or amended information.

67. You agree not to use the Computle     System for any unlawful purposes, including but not limited to:

• Conducting or facilitating illegal,     harmful, fraudulent, or offensive activities;
• Transmitting or storing content     that is illegal or infringing; or
• Engaging in activities that may     compromise system security (e.g. hacking, unauthorized scanning, etc.).

68. Computle reserves the right to     investigate any breach of these provisions and to take appropriate action,     including suspension or termination of access to the Computle System.

GDPR andData Storage

69. Computle will process personal data     in accordance with applicable data protection laws. By entering into this     Agreement, you consent to the processing of your data as necessary to     provide and maintain the Computle System and Software.
70. Data stored on Computle’s servers     will be treated as personal data unless you notify Computle otherwise     within 7 days.
71. Computle will retain personal data     only for as long as necessary for the purposes for which it is processed.
72. Upon termination of this Agreement,     Computle will retain your data for one calendar year. During that period,     you may request to download or have the data deleted (subject to any     applicable fees). After one year, Computle may delete your data at its     discretion.
73. If your data is encrypted, you must     provide the encryption key upon request so that Computle can process your     data for remedial maintenance purposes.
74. By accepting these terms, you     consent to any additional encryption measures Computle applies to your     data.

Limitationof Liability

75. In no event shall Computle’s total     liability arising out of or in connection with this Agreement exceed the     lower of:

• (i) the total amount paid by you     under this Agreement, or
• (ii) the value of Computle’s Public     Liability Insurance (or any equivalent insurance coverage).

76. Computle shall not be liable for     any consequential, indirect, or special losses, including loss of data,     profits, or business opportunities.

MultipleComputle Systems

77. These terms apply equally to each     Computle System supplied to you. If you reduce the number of systems, any     adjustments to the price or return procedures shall apply to the returned     systems.

EntireAgreement

78. This Agreement constitutes the     entire understanding between you and Computle and supersedes all prior     agreements related to its subject matter. You acknowledge that, in     entering this Agreement, you have not relied on any statement of fact or     opinion not recorded herein (except for cases of fraudulent     misrepresentation). No variation of these terms will be valid unless     confirmed in writing or by clicking the acceptance box on Computle’s     website.

Severability

79. If any provision of this Agreement     is found to be illegal or unenforceable, the remainder of the Agreement     shall remain in full force and effect unless the overall purpose is     frustrated, in which case either party may terminate the Agreement     immediately in writing.

Waiver

80. No delay or forbearance by either     party in enforcing any right under this Agreement will operate as a waiver     of that right, nor will any waiver of any breach be deemed a waiver of any     subsequent breach.

Relationshipof the Parties

81. The relationship between you and     Computle is that of independent contractors. Neither party is an agent or     representative of the other, and neither may bind the other in any     contract without prior written consent, except as necessary to perform     this Agreement.

Rights ofThird Parties

82. A person who is not a party to this     Agreement has no right to enforce any of its terms.

Assignment

83. Neither party may assign or     transfer this Agreement without the prior written consent of the other,     except that Computle may assign this Agreement to a successor provided     that the successor agrees in writing to be bound by these terms.

Notices

84. Any notice under this Agreement     must be in writing and may be delivered personally, by recorded delivery,     or by first‑class post. For addresses within the United Kingdom, notices     will be deemed delivered two working days after posting; if sent from     outside the United Kingdom, seven working days after posting. Notices will     be sent to the addresses provided on Computle’s website or any address     notified in writing by either party. Any alternative method of     communication must be agreed upon in advance.

ForceMajeure

85. Neither party shall be liable for     any delay or failure to perform its obligations (other than payment     obligations) due to causes beyond its reasonable control. If such delay or     failure continues for at least 90 days, either party may terminate this     Agreement in writing without further liability.

GoverningLaw and Jurisdiction

86. This Agreement is governed by and     construed in accordance with the laws of England and Wales. The parties     submit to the exclusive jurisdiction of the courts of England and Wales     or, at Computle’s election, to binding arbitration/mediation under the     applicable rules.

 

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