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Terms & Conditions

1. Overview

Papershrink has the skills, background and experience in providing advice and training for document management, document scanning and designing and developing software solutions using software developed by Our Partners. 
You wish to receive advice, recommendations and training to engage the services of Papershrink as well as acquire Products on the following terms and conditions. 
Papershrink is willing to provide these Services and Products and You wish to receive the Services and Products, all subject to the terms and conditions set out below. 

2. Definitions 

Unless the context otherwise requires, the following words and expressions shall have the following meanings: 
2.1 ‘Client’, ‘You’ or ‘Your’ means the Client referred to in sales proposals and/or statement of works and/or other documents describing the products and services we agree to delivery to You. 
2.2 ‘Commencement Date’ means the date as defined in the contract or other date we have agreed with you. 
2.3 ‘Company’, ‘We’, ‘Us’ or ‘Our’ means Papershrink Ltd and Papershrink Ltd trading as Scandox, a company whose registered office is at 13 Maxwell Road, Peterborough, PE2 7HU. 
2.4 ‘Confidential Information’ means in relation to either party, any  information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Contract. 
2.5 ‘Contract’ means any contractual documentation we have agreed and both signed, including a Statement of Work (SoW) or other similar document. 
2.6 ‘Delivery Date’ shall mean the date on which the Products and/or Services shall be delivered to You in accordance with our Schedule or contract if specified. 
2.7 ‘Documentation’ means any documents including reports (in whatever form, including paper or electronic) that We provide to You. 
2.8 ‘Expenses’ means all reasonable costs, charges and  disbursements properly incurred by the Company in connection with the Services as outlined in the pricing Schedule. 
2.9 ‘Fees’ means the fees specified in the pricing Schedule of our sales proposal or email correspondence which are quoted exclusive of Value Added Tax (VAT) which will be charged in addition, where applicable. 
2.10 ‘Partner’ means any of Our associate who’s product or services we resell or incorporate in our solutions to deliver the Products or Services; 
2.11 ‘Products’ means those software and hardware products set out in sales proposals or contracts that We have agreed to provide to You.  
‘Services’ means the professional services set out in sales proposals or contracts that We have agreed to provide to You, including the Documentation generated by Us or under our guidance. 
2.13 Trainer means a representative from Papershrink. 
2.14 ‘Third Party’ means any individual or entity other than You or Us. 
2.15 ‘Schedule’ means the schedule or Statement of Work or contract agreed setting out the Products, Services, Fees and Delivery Dates. 

3. Products and Services

3.1 Appointment – You appoint Us to deliver the Products and Services in return for the Fees detailed in the pricing Schedule. 
3.2 The Products/Services - We will provide the Products and/or Services  specified in the Schedule. 
3.3 Changes to the Products/Services – Either party may request, in writing (paper or electronic), changes to the type and scope of the Products or Services.  Any such request must be sufficiently detailed to enable the other party to assess the effect of the requested change on the cost, any dates for performance or any other aspect of the Contract.  We reserve the right to decline the change request for whatever reason we decide.  Until a change is agreed in writing, each party will continue to act in accordance with the latest agreed version of the Contract;            

3.4 Variations – If a change to the Product/Service is agreed as set out at 3.3 We reserve the right to vary or increase the Fees and/or Expenses. 
3.5 Schedule – We agree to use reasonable endeavours to carry out and deliver the Products/Services within the times agreed set out in the Schedule, however, unless both of us specifically agree otherwise in writing, dates contained in the Schedule are intended for planning and estimating purposes only and time is not of the essence.  
3.6 Contract Management – Each party will appoint a contact who will be responsible for managing all queries and matters relating to the performance of the Contract by that party.  
3.7 Skill and Care - We warrant that we will use reasonable skill and care in performing and supplying our Products and Services. We will make all reasonable endeavour to ensure the Product(s) work as intended in the Your environment but do not guarantee they will do so at all time, that they will be completely error free or entirely reliable, secure, virus-free or available, especially since we may be dependent on the reliability of the Internet and/or Your use of Your own computer, network, infrastructure and/or servers to access the Products.  
3.8 Maintenance and Support – unless otherwise specified in the Schedule or Contract, all maintenance and support provided by Us or our Partners on the Products will be carried out remotely, using appropriate remote access tools.  We will both make reasonable endeavour to make appropriate personnel available in a timely fashion to address and resolve the issues You brought to Our attention.

4. Your Responsibilities

4.1 Co-operation – You shall co-operate with any of our employees or persons acting on our behalf and comply with all reasonable requests. 
4.2 Dependency – Our performance is dependent on You carrying out Your responsibilities as set out in the Contract; 
4.3 Decisions – It is Your responsibility to take any decisions that may be required in respect of implementation of our Services and supply of our Products; 
4.4 Information –You shall at your own expense supply Us with all necessary documentation or other material, and all necessary data within sufficient time to enable us to provide our Products in accordance with the contract.  You will ensure the accuracy of all such material and information. 
4.5 Your Staff – When We are required to work with Your staff, You will ensure that they are available to give such assistance as We reasonably require to enable proper performance of the Contract; 
4.6 Facilities – When it is agreed that We will undertake to supply some or all of our Products/Services at Your premises, You will provide Us with all the facilities and accommodation that we may require to perform our work. 
4.7 Security – You must not do anything which could reasonably be expected to damage, disable, overburden, or materially impair the Products, or which is likely to interfere with any other party’s use or enjoyment of the Products. You are ultimately responsible for administering and safeguarding any passwords created to control access to the Products: please keep any password issued to you secure. 

5. Documentation

5.1 Use – You agree that any Documentation we provide You will be used only by You.  
5.2 Distribution – You may not provide any Documentation or copies of them to any Third Party without first obtaining Our prior written consent.  We accept no responsibility to any Third Party to whom the Documentation is shown; 

6. Copyright and Intellectual Property

6.1 You acknowledge that all copyright and all other intellectual property rights in all the Documentation (in whatever form of media such material is stored or presented whether paper or electronic) or Products is the property of Us or License to Us by our partners; 
6.2 You undertake not to cause or permit anything which may compromise, weaken, damage or endanger the intellectual property of Us or Our title to such intellectual property or assist others to do so; 
6.3 You shall not reproduce, adopt, modify, amend or distribute outside of Your organisation any of the Documentation or any parts thereof which are delivered as part of the Products without Our prior written consent; 
6.4 You shall not, directly or through any person or entity, in any form or manner, copy, distribute, reproduce, incorporate, use or allow access to the Products or modify, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or object code from the Products, except as explicitly permitted under the Contract or otherwise agreed in writing by Us. 

7. Duration, Cancellation and Termination 

7.1 Commencement Date The Contract shall take effect from the Commencement Date and shall continue until the Services have been provided in accordance with the Schedule, unless it is terminated earlier in accordance with the following provisions; 
7.2 Either party may terminate this Contract on giving Notice in writing at least 28 days before the Delivery Date in which case no cost will be incurred by either party save that We shall be entitled to raise an Invoice for any outstanding Fees and Expenses actually incurred by Us including but not limited to any Documentation which We have to discard;   
7.3 The Contract may be terminated by either party on written notice to the other with immediate effect if the other commits a material breach of any term of the Contract and which, in the case of a breach capable of being remedied, has not been remedied within 14 days of a written notice to remedy; 
7.4 In addition to the terms under the Contract, the following obligations and any breach of them shall be deemed a fundamental breach which shall terminate the Contract between the parties with immediate effect and the rights and liabilities of the parties shall then be determined in accordance with Clause 7.5; 
(i) Failure on Your part to make punctual payment of all sums due to Us under the Contract and as set out in the Schedule; or
(ii) Failure on Your part to observe any obligation under these terms of business not requiring a written notice to be served, and in the case of obligations requiring a written notice to be served, failure to comply with the terms of any written notice; or
(iii) The doing or permitting of any act by which Our rights in Our intellectual property may be prejudiced or put in jeopardy; or
(iv) If either party is unable to pay its debts, goes into liquidation, becomes bankrupt, has a receiver appointed, makes a composition or voluntary arrangement with its creditors or is subject to any type of bankruptcy or insolvency proceedings (formal or informal) or ceases to carry on business; 
7.5 In the event that the Contract is brought to an end by Your giving Notice or due to Your default under clause 7; and
(i) there are more than 14 but less than 28 days before the Delivery Date then 50% of all the Fees set out in the Schedule together with all Expenses actually incurred by Us (whether invoiced or not) shall be payable immediately, or
there are 14 or fewer days before the Delivery Date then 100% of the Fees set out in the Schedule together with all Expenses actually incurred by Us (whether invoiced or not) shall be payable immediately.  
7.5 In the event that Services are cancelled and rescheduled at Your request and
(i) there are more than 14 but less than 28 days before the Delivery Date then a penalty of 50% of all the Fees set out in the Schedule together with all Expenses actually incurred by Us (whether invoiced or not) shall be payable immediately, or there are 14 or fewer days before the Delivery Date then a penalty of 100% of the Fees set out in the Schedule together with all Expenses actually incurred by Us (whether invoiced or not) shall be payable immediately.  

8. Fees and Expenses 

8.1 You agree to pay Our Fees and Expenses as set out in the pricing schedule as detailed in the Contract or Schedule.  
(i) Where our Fees are calculated on a daily rate a day shall mean 7.5 hours (including travel time both to and from your site save that the first half hour of travel shall be non-chargeable). 
(ii) Time spent in excess of 7.5 hours shall be charged at the hourly rate set out in the Schedule.  Any part hours worked shall be charged as a full hour. 
8.2 In addition to the Fees, We shall be entitled to charge Expenses as set out in the pricing schedule of consultancy services for board, travel and parking.  Choice of travel shall be at Our sole discretion. 
If it is necessary to stay overnight We shall be entitled to charge reasonable hotel accommodation at full board for the person or person(s) delivering the Services We shall also be entitled to charge for other expenses which are reasonably necessary to perform the Services.   
8.3 Any estimate we give of any Fees is only an estimate and is not contractually binding. 
8.4 All Fees and Expenses are stated exclusive of any taxes or duties.  You will be responsible for the payment of any taxes or duties to Us or to the appropriate authority arising from the Contract (including but not limited to Value Added Tax), except for taxes and duties in respect of Our net income. 
8.5 If, for reasons beyond Our control, the project is delayed or placed on hold, then Papershrink reserves the right to invoice for any and all outstanding effort against the project. Projects that are delayed or on hold will incur a project management charge equivalent to 1 day per month at a rate of £750.

9. Terms of Payment

All invoices are due on strict 30 day terms and payable in pounds sterling unless agreed otherwise.  All software and hardware remains Our property until full payment has been received. Invoices will be issued by type of services as set out below. 
9.1 Consultancy Services
Consultancy services will be invoiced according to the following: 

  • 50% invoiced upon receipt of a purchase order or signature of the Contract, whichever is the soonest 
  • Remaining % to be invoiced on agreed timetable as per Contract or Schedule 

9.2 Scanning Services
Scanning services for one-off client projects will be invoiced according to the following: 

  • 75% invoiced upon receipt of a purchase order or signature of the Contract, or production of a sample set of scanned documents, whichever is the soonest 
  • Remaining % to be invoiced upon completion of project 

Scanning services for ongoing client work will be invoiced on a project by project basis. We reserve the right to invoice a percentage of Our choosing upfront depending on the volume of documents collected. 
9.3 Software and User Licences
Software and user licences will be invoiced according to the following: 

  • Software 100% invoiced upon receipt of a purchase order of signature of the Contract, whichever is the soonest. All payments are payable in pounds sterling and software remains Our property until payment has been made  
  • User licences invoiced for 100% of users 12 months in advance 

9.4 Training and Professional Services
Training and professional services will be invoiced according to the following: 

  • Training courses - 100% invoiced upon confirmation of booking 
  • Professional services - 50% invoiced upon receipt of a purchase order of signature of the Contract, whichever is the soonest  
  • Remaining % to be invoiced on agreed timetable, as per Contract or Schedule 

9.5 Hardware
Invoices are raised upon delivery and payment is due 30 days after the delivery of hardware.  
9.6 Overdue Invoices
If payment is overdue or if payment of any invoice is not made in full within 30 days from the date of any Invoice then we shall be entitled to  
(i) cease all work on the Services until payment is made, and
(ii) seek interest on all outstanding sums until payment in full at the rate of 5% per month above the daily base lending rate of National Westminster Bank plc. 
(iii) require you to make payment in advance of our services or part services not yet supplied, not to provide any further services or part services, not to provide a report due or completion of services until payment is made.


10. Confidentiality

10.1 Neither party shall disclose Confidential Information to any Third Party without the prior written consent of the other party. Each of us agrees that any Confidential Information shall be used only for the purposes of providing or receiving the Services. Any Confidential Information may be disclosed to our respective employees where we consider it necessary in connection with the Services, but we will make our respective employees aware of the restrictions contained within this Clause 10; 
10.2 The restrictions in this Clause 10 do not apply to:  
(i) Confidential Information that becomes generally available to the public; or
(ii) Confidential Information that is acquired from a Third Party who owes no duty of confidentiality in respect of the Confidential Information; or
(iii) Confidential Information that is or has been independently developed by the recipient. 
10.3 Notwithstanding Clauses 5.2 and 10.1, either party will be entitled to disclose Confidential Information to a Third Party to the extent that they believe it is required by any court of competent jurisdiction, or by a governmental or regulatory authority, or where there is a legal duty or legal requirement to disclose; 
10.4 Notwithstanding any other provision to the contrary, You agree that We may use and disclose to Our contractors, insurers and legal advisors, Confidential Information and personal data: 
(i) for the purpose of providing the Services;
(ii) for storage and hosting, IT and other maintenance and support facilities in relation to information and data relating to the Contract, in each case by transferring data outside the European Economic Area, if reasonably necessary; 
10.5 We will not be prevented by virtue of Our relationship with You from providing services to other clients; 
10.6 Notwithstanding the provisions contained within this Clause 10, both parties undertake not to reveal the details of the relationship between the parties including the commercial arrangements, without the prior written consent of the other. 
10.7 Clause 10 shall survive termination of the contract for 2 years 

11. Disclaimer

11.1 We make no guarantee that The Product we provide will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since some of our products are dependent on the reliability of the Internet and your use of your own computer to access the Service.  We will try to keep disruptions to a minimum but we may suspend our Product from time to time to carry out maintenance and support work and to investigate unauthorised use. 
11.2 We will accept liability without limit for: 
(i) death or personal injury caused by Our negligence or the negligence of Our employees acting in the course of their employment;  
(ii) any fraudulent pre-contractual misrepresentation made by Us on which you can be shown to have relied; and
(iii) any other liability which by law We cannot exclude. 
This Clause 11.2 does not in any way confer greater rights on You than You would otherwise have at law. 
11.3 We will accept liability to pay damages in respect of loss or damage suffered by You where this arises as a direct result of a breach of Our contractual obligations or negligence by Us arising from the provision of the Services, but subject to Clause 11.1 the total liability of Us in respect of the Services (whether arising in contract, tort or otherwise) for all resulting losses, damages, costs and expenses shall in no circumstances exceed the value of the Services as defined within the Contract or Schedule and paid under this contract during the 12 months before You notified Us a cause arose.  You acknowledge that the price for the Services is based upon Us being able to limit liability in the manner described in this Clause 11.2; 
11.4 Subject to the above clauses neither party will be liable to the other party for any indirect, special or consequential loss or damage or any loss of profit, loss of opportunity or damage to goodwill whether direct or indirect; 
11.5 Without prejudice to Clause 11.1 We shall not be liable for any loss, damage, cost or expense arising in any way, directly or indirectly from any fraudulent or negligent act, omission, misrepresentation or default by You or by Your agents, directors or employees; 
11.6 Without prejudice to Clause 11.1, We shall not be liable whether in contract or in tort under statute or otherwise for: 
(i) loss of profit, goodwill business opportunity; or
(ii) loss or corruption of data; or
(iii) indirect or consequential loss or damage. 
11.7 You acknowledge and agree that in relation to the Contract Your relationship is solely with Us, and You therefore agree not to bring a claim of any nature against any sub-contractor relating to the Contract except where such a claim cannot be excluded by law; 
11.8 You agree to indemnify Us, our Partners and Our sub-contractors, against any liabilities, losses, damages, expenses and other costs We and Our Partners and sub-contractors may reasonably incur arising out of claims by any Third Party in relation to any loss or damage arising from a breach of Clause 4.3 and 5.2; 
11.9 You accept that any legal proceedings arising from, or in connection with the Services or the Contract (or any variation thereto) must be commenced within 2 years from the date when You become aware of, or ought to have reasonably become aware of, the facts that give rise to Our alleged liability and in any event, not later than 3 years after any alleged breach of Contract or act of negligence, or commission or any other tort. 

12. Sub-contracting

12.1 We reserve the right to use the services of a sub-contractor in order to provide any part of the Services. We shall remain at all times responsible and liable to You for the delivery of the Services for which We have contracted. 

13. Data Protection

13.1 Our Data Protection Registration Number is Z8487296.  In connection with the Contract, We shall comply with all relevant provisions of the Data Protection Act 1988 and any other applicable UK data protection and privacy legislation. 
13.2 You shall ensure that any instructions from You to process data in connection with the Services will not place Us or any sub-contractor in breach of any data protection and privacy legislation. Where the Services require Us to process personal data, including sensitive personal data, relating to You or any individuals being personal data which You have provided to Us for the purposes of the Services, You confirm that You have obtained such consent as may be necessary from the individuals concerned, to such processing; 
13.3 In connection with the Contract, if We process personal data (as defined in the Data Protection Act 1988) on Your behalf, We shall process such data only on Your instructions and We shall put in place appropriate technical and organisational measures to protect such data against unauthorised or unlawful processing and against accidental loss or destruction of, or damage to such data; 
13.4 Unless required by law, We shall not process any personal data or sensitive personal data in any manner incompatible or inconsistent with providing the Services; 
13.5 If We jointly control the processing of any personal data in connection with the Contract, neither party shall be responsible for the acts or omissions of the other party in connection with such processing; 
13.6 From time to time We may wish to send You brochures, letters or other correspondence with details of features, services and products available from Us. You may at any time request to Us in writing or by telephone that relevant personal data is not used for such purposes and We will not send such information to anyone who at any time asks Us to stop.

14. Electronic communications

14.1 Where We communicate with You or any Third Party on Your behalf We cannot guarantee the transmission of information to be secure or virus free and consequently such information could be intercepted, corrupted, lost, destroyed or arrive late or incomplete or otherwise be adversely affected or unsafe to use; 
14.2 We confirm that both parties each accept the risks in Clause 14.1 and authorise electronic communications between Us and Third Parties.  Both parties shall each be responsible for protecting our own systems and interests in relation to electronic communications.  Subject to Clause 11.1 neither You nor We will have any liability to each other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with the electronic communication of information between us. 

15. General

15.1 Severability – If any of the Clauses under this Contract are declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications to that effect are received by either party from any competent authority the parties shall amend that Clause in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of Us it may be severed from this Contract; 
15.2 Whole agreement – Each party acknowledges that the Clauses under this Contract contains the whole agreement between the parties and that it has not relied upon oral or written representation made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it; 
15.3 Prior agreements – This Contract supersedes any prior agreement between the parties whether written or oral
15.4 Further assurances – each party to this Contract shall at the request of or expense of any or all of them execute or join any other deeds or other things reasonably necessary to carry out the provisions of this contract. 
15.5 Announcements – no party shall issue or make any public announcement or disclose any information about this contract without written consent of the other party unless necessary to do so to comply with legal requirements  
15.6 Notices – Any notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the relevant party shown in this Contract or by facsimile transmission or by electronic mail and shall be deemed to have been received by the addressee within 2 working days of posting or one working day if sent by facsimile transmission or by electronic mail to the correct facsimile number or electronic mail number of the addressee.  Any notice sent by electronic mail must be accompanied with a request for an electronic receipt to be returned to the addressee; 
15.7 Joint and several – All agreements on the part of either of the parties which     compromise more than one person or entity shall be joint and several and the neuter singular gender throughout this agreement shall include all genders and the plural and the successor in title to the parties; 
15.8 Proper law and jurisdiction– This Contract shall be governed by English law in every particular including information and interpretation and shall be deemed to have been made in England and will be subject to the exclusive jurisdiction of the Courts of England and Wales; 
15.9 Notice Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of services be served on any party in accordance with Clause 14.6; 15.10 Address for Service -In any event that You are resident outside England You shall nominate an address for service in England and any time limits in     any proceedings shall not be extended by virtue of Your foreign residence; 
15.11 Waiver – The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of the Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Contract; 
15.12 Assignment – Neither party may transfer, charge or otherwise seek to deal with any of its rights or obligations under the Contract without the prior written consent of the other party;   
15.13 Force Majeure – Neither of us will be liable to the other for any delay or failure to fulfil their obligations under the Contract to the extent that any such delay or failure arises from causes beyond their reasonable control, including, but not limited to, fire, floods, acts of God, acts or regulations of any governmental or supranational authority, war, terrorist activities, riot, strike, lockouts and industrial disputes; 
15.14 Amendments – Any amendments to the Contract must be specifically agreed in writing and must be signed by both parties;  
15.15 Agency or Partnership – nothing in this Contract shall constitute or imply any partnership joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Contract. Neither party shall have, nor represent that it has, any authority to make any commitments on the others behalf; 
15.16 Precedence – in cases where the Schedule or Contract’s terms are different to terms in this document, the terms of the Schedule or Contract shall take precedence. 

16. Rights of Third Parties

16.1 For the purpose of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding the other provisions of the Contract, these conditions are not intended to, and do not give any person who is not party to them any right to enforce any of their provisions but this does not affect any right or remedy of a Third Party that exists or is available apart from under Contracts (Rights of Third Parties) Act 1999; 
16.2 The provisions of the Contract which are expressly or by implication intended to continue to apply following its termination or expiry including for the avoidance of doubt Clauses 5, 6, 8, 10, 11 and 15 will survive and continue to bind both parties;