1. Infield Systems Limited [SUPPLIER] and the named company or individual named on this proposal or invoice [PURCHASER] enter into the following terms and conditions;

Data, InfieldOnline Service
Publications & Analytical Services

2. SUPPLIER reserves the right to change and alter the InfieldOnline service as they wish. Any such changes will be notified to all current users via electronic mail.

3. InfieldOnline located on the Internet at http://www.infieldonline.com is supplied by Infield Systems Limited, 15 London Fruit Exchange, Brushfield Street, London E1 6HB. UK.

4. PURCHASER agrees that each USER of their InfieldOnline account is registered and will have their own unique user name and password and each USER is subject to these terms.

5. Each USER undertakes to maintain the confidentiality of their username and password and will not pass it on to any third party including other individuals within the same organisation.

6. One USER will be appointed “point of contact” for the SUPPLIER, if the PURCHASER does not nominate an individual then SUPPLIER will do so.

7. In the event a USER believes that their username and password is known by others they must inform either their point of contact or SUPPLIER immediately via electronic mail and new codes will be issued.

8. It is the responsibility of the point of contact to inform SUPPLIER of any changes to the user list or misuse of the InfieldOnline service.

9. The PURCHASER accepts that any misuse of InfieldOnline service by a USER will be their responsibility until they inform SUPPLIER by electronic mail to the address above.

10. The PURCHASER has the right to cancel the InfieldOnline service up and until their user name and password is confirmed when the service has deemed to have started. Due to the nature of the product the PURCHASER cannot cancel their subscription after this point.

11. For Data sent via electronic mail the service will have deemed to have started as soon as the files are sent to PURCHASER

12. SUPPLIER reserves the right to cancel InfieldOnline service at any time. In this event SUPPLIER will refund the proportion of the remaining subscription paid in blocks of one day.

13. For Analytical Services, the timescale is an estimate only and would be a function of the start date, any existing work/holiday commitments of SUPPLIER’s personnel proposed, the availability of any external individuals for interview and delivery of any agreed items from SUPPLIER.
Fees, Expenses & Terms of Payment

14. Prices are quoted inclusive of postage, packing and insurance, but exclusive of VAT.

15. Prices set out for data and InfieldOnline services are strictly for a three-user single site licence unless otherwise agreed.

16. The price quoted on any offer is valid for 30 days from the date of offer. Thereafter SUPPLIER reserves the right to vary the price at its own discretion.

17. Terms of payment are strictly 30 days from date of invoice. The terms of The Late Payment of Commercial Debt Act 1998 applies

18. Supplier reserves the right to only despatch Publications upon payment received in full.

19. For payments received after 30 days SUPPLIER reserves the right to add an additional 15% surcharge to the invoice without further written notice, plus 6% above Lloyds TSB’s base rate of interest.

20. SUPPLIER reserves the right to refuse credit.

21. Where necessary the PURCHASER must make provision for any bank charges, currency conversions and commissions. Any import duties, taxes, or any other charges are the responsibility of the PURCHASE.

22. For analytical services, fees exclude any travel, accommodation and communications expenses, which would be recharged at cost. Fees also exclude any items of data bought-in from external sources for the work.

23. For analytical services the SUPPLIER would seek prior approval from PURCHASER for expenditure exceeding £200 on any re-chargeable item in 22 above.

24. For analytical services payment terms are that fees and expenses will be invoiced at 50% upon receipt of order and the remaining 50% upon delivery of the final report.

25. PURCHASERS opting for the data Lease Purchase will have deemed to have entered into a four year contract, where they will be invoiced on each anniversary of the initial purchase.

26. Lease Purchase PURCHASERS are permitted to terminate the four year lease contract at any time after two years as long as they provide three months notice prior to the next anniversary of the initial purchase.

27. A PURCHASER terminating a Lease Purchase contract prior to the fourth anniversary will undertake to remove all Infield Data from all servers, hard disk drives, disks, internets and intranets and any other electronic storage system now known or hereafter invented and confirm in writing that they have done so.

28. For updating of data and InfieldOnline services renewal invoices are issued prior to the annual anniversary of the initial data supply. To terminate an updating contract the PURCHASER agrees to give notice within 14 days of receipt of the renewal invoice. Conditions to terminate Lease Purchase contracts are set out above.

29. SUPPLIER reserves the right to vary prices at its own discretion, without further notice for new and repeat data and InfieldOnline services.

30. Ownership - all data, information, publications and analytical services shall remain the property of SUPPLIER until full and final payment is received.
Guarantees, Confidentiality & Legal

31. For electronic data and InfieldOnline service SUPPLIER cannot accept any responsibility for the compatibility of the data or access to InfieldOnline on the PURCHASER’s computers.

32. SUPPLIER will endeavour to keep InfieldOnline service available on the Internet but cannot guarantee 100% accessibility.

33. PURCHASER’s use of electronic data and InfieldOnline service supplied by the SUPPLIER is done so at their own risk.

34. Data, information, publications, reports and analytical services supplied by SUPPLIER are for the exclusive use of the PURCHASER.

35. PURCHASER agrees to undertake to maintain the confidentiality of the data, information, publications, reports and analytical services and not divulge, copy or allow to be copied any part, whole or derived analysis to a third party without the express permission of SUPPLIER.

36. For the avoidance of doubt any parent and all subsidiary and associated companies of the PURCHASER will be considered as third parties. If permission is granted SUPPLIER for information or derived analysis to be passed to a third party, PURCHASER undertakes to provide the following reference, “data source; Infield Systems LTD, London.”

37. All data, publications, reports and analytical services provided by the SUPPLIER to the PURCHASER shall be subject to the following disclaimer: “The data, information, publications and services provided are believed to be accurate, but no representation or warranty, express or implied, is made by Infield Systems Limited as to the completeness, accuracy or fairness of any information contained in this document, and Infield Systems Limited does not accept any responsibility in relation to such information whether fact, opinion or conclusion that the addressee may draw.”

38. PURCHASER agrees that these terms and conditions take precedence over their own terms and conditions of purchase.

39. The PURCHASER accepts that the limit of liability shall not exceed the fees paid to SUPPLIER.

40. The Laws of England shall govern the validity construction and performance of the contract and the terms and conditions that apply and the parties submit to the jurisdiction of the English Court.

41. Acceptance of this proposal by the SUPPLIER is deemed to be their acceptance of the above conditions.