General terms and conditions

These General terms and conditions apply to all consultancy, software, support services and materials supplied by Corefocus Consultancy Limited (“Corefocus”) of Anley House, Anley Street, St Helier, Jersey JE2 3QE to its Customer (“The Customer”).

Contract: “The Contract” between Corefocus and The Customer represents the signed contract or acknowledged order for consultancy, software, support services and materials and these General terms and conditions.

 

Licensed software: Licensed software is supplied to the Customer for use solely in accordance with the conditions outlined by the owner of that software (the “Licensor”). Copy, enhancement and use thereof must only be made in accordance with the license granted by the Licensor. The Customer acknowledges that it owns no Intellectual Property Rights in or arising out of the licensed software. The Customer shall not be entitled to assign or sub-license or dispose of its rights or obligations under this contract.

 

Support: A separate Corefocus Support and Maintenance contract also applies to support agreements entered into between the Customer and Corefocus upon live running of the software. This additional agreement covers the service level commitments of ongoing support and enhancement to be provided in support of the software at the Customer’s site.

 

Consultancy: Corefocus will use its reasonable endeavours to provide the Consulting Services agreed with the Customer but time will not be of the essence. Corefocus consultants shall advise and recommend the Customer on operational and software matters but shall not be responsible for changes in a live environment that may affect the good running of the Customer’s operations or systems. All modifications recommended and trialled by Corefocus in a test environment should be checked and ratified by the Customer’s personnel before deployment in a live environment.

 

Invoicing of consultancy: Consultancy fees are invoiced monthly in arrears. Corefocus quoted consulting rates include all travel and expenses but are exclusive of VAT, GST or other sales taxes.

 

Invoicing of consultancy packs: Consultancy packs represent a discounted pre-paid block of Corefocus consulting time. Consulting packs are due for payment immediately upon invoice receipt. Corefocus will retain a record of the consulting time spent and the balance of the consulting pack remaining. This information can be supplied to the Customer upon demand. Consulting packs have a one year validity and lapse if unused after 12 months of invoice. Consultancy packs are exclusive of travel, expenses, VAT or sales taxes.

 

Invoices of Licenses: Licences authored by third parties are invoiced to the Customer when purchased by Corefocus from the Licensor. For Corefocus created software, Licenses shall be invoiced upon the earlier of the Customer’s decision to proceed in a live environment or six months after order.

 

Invoicing of support: Software support pricing is based on the Licensor’s current price list value. Support costs are payable annually in advance. The first year’s support payment is invoiced at the same time as the software licenses. Concessions provided by the Licensor to extend the initial support period to allow for implementation time shall be passed on to the Customer wherever obtained. Subsequent pricing will vary year-on-year in line with changes to the Licensors price lists. Penalties charged to Corefocus by a Licensor following late payment by the Customer will be recharged at cost to the Customer. Corefocus in-house development, software and customisation will be charged separately to the Customer as a percentage of project value.

 

Invoice payment: All invoices rendered by Corefocus are payable within 30 days of invoice date. Failure to pay invoices on time gives Corefocus the right to opt to stop work on the Contract and to terminate the contract without penalty or forfeit. A project restart may be delayed after payment of sums due by other work commitments and some work may require duplication with cost impact on the Customer. All payments due are to be made without deduction.

 

Late payment: Without prejudice to its other rights and remedies hereunder or at Law the Supplier may charge the Customer interest on any outstanding amount on a daily basis at a rate of 4% per annum above GBP base rate of Royal Bank of Scotland International from time to time in force.

 

Confidentiality & Co-operation: Save as expressly permitted by the other party, The Customer and Corefocus hereby undertake to each other to keep confidential all information pursuant to the Licensed software together with all information relating to the business affairs of the other that it obtains or receives by virtue of having entered into this agreement. Such provision shall extend to include obligations under the Data Protection (Jersey) Law 2018. The Customer also hereby undertakes not to offer employment to any employee of Corefocus without first obtaining the express written permission of the Corefocus Board of Directors.

 

Data Protection: Corefocus holds and processes data to allow the performance of IT consultancy and support services to the customer. Some of this data may be personal data subject to the Data Protection (Jersey) Law 2018 (DPR) or the equivalent national law where data is controlled in another jurisdiction. Corefocus are required to manage and process personal data lawfully and openly.

Data held by Corefocus as a Data Controller may include:

  1. Business & trading names.
  2. Trading addresses, and information on your activities.
  3. Phone, e-mail and social media contact information.
  4. Details on employees, including their names, roles, titles and contact details.
  5. Past communications with the Customer and its employees (in the form of email, letter and  phone records)
  6. Details of Customer’s IT installation and licensing.
  7. Access codes and instructions.

 

This data may be held by Corefocus for:

  1. Accounting and Billing purposes.
  2. IT Support and maintenance purposes.
  3. Licensing and hardware registration, installation & renewal purposes.
  4. Other associated business and sales activities.

Customer business data, including personal data, may also be handled by us as a Data Processor for some or all of the following purposes:

  1. Data Transfer- As part of an implementation or roll-out of new applications Corefocus may be asked to import, sanitise, translate and convert data from other client application databases.
  2. Application Upgrades- During upgrades or hotfixes, Corefocus may take database back-ups to safeguard against data corruption or destruction during the upgrade process.
  3. Application Development – Corefocus may be asked by the Customer to use its data for the purpose of process testing and application development.
  4. Data Migration- Corefocus may be asked to assist in the migration of Customer data between platforms and servers or between the Customer’s preferred on-premise, hosted or cloud data storage.

 

In regards to this processed data: Corefocus shall

  1. Process the Personal Data only on documented instructions, or under contract from our Customers.
  2. Ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  3. Take all measures required pursuant to Article 21 of the DPR;
  4. Respect the conditions referred to in paragraphs (a) and (c) if engaging another processor or sub processor;
  5. Take into account the nature of the processing, assist our Customers by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customers obligation to respond to requests for exercising the data subject's rights laid down in PART 6 of the DPR;
  6. Assist Customers in ensuring compliance with the obligations pursuant to Articles 21 to 22 of the DPR, taking into account the nature of processing and the information available to Corefocus;
  7. The choice of the Customer to delete or return all the Personal Data to the Customer after the end of the provision of services relating to processing, and delete existing copies unless Jersey requires storage of the Personal Data;
  8. Make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 23 of the DPR and allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer.

When acting as a Data Processor for Customer data, Corefocus do not have control over the original source, legitimacy, accuracy or legality of the data provided to us by Customers for processing. Corefocus require indemnification from the Customer for any claims made against them by data subjects or data authorities in this regard.

As an existing customer of Corefocus with a contract in place covering our relationship and activities you do not need to positively assent to our processing of necessary data. However, if you have any questions, requested modifications to data, or wish to withdraw your data, please contact us in writing so that we can promptly action adjustments.
Force Majeur: Neither party shall be liable for any default in its obligations under this agreement resulting from causes beyond its reasonable control including without limitation, fires, strikes, labour disputes, insurrection or riots, embargoes, delays in transportation, inability to obtain supplies, requirements or regulations of any civil or military authority, act of god, war, requisition, restriction of energy consumption. Corefocus shall be entitled to a reasonable extension of time for the performance of any obligations delayed by any such events.

Termination: Either party may terminate the contract upon giving notice in writing where the other party commits a material breach of any term of this contract and that breach has not been remedied within 30 days of a written request to remedy the breach. Likewise, where the conditions at the Customer’s site have materially altered, or the requirements for the system have been materially altered, either though the actions of the Customer or a third party, in a manner that would prevent Corefocus from reasonably delivering the contracted system, then Corefocus shall be entitled to terminate the contract. Likewise, should the Customer become insolvent as defined by the Bankruptcy (Jersey) Law 1990 or is subject to a creditor winding up as defined by the Companies (Jersey) Law 1991 or has appointed a receiver in respect to any part of its business, then Corefocus shall be entitled terminate the contract forthwith and claim for the full cost of any outstanding work and the cost of bringing the work to an orderly conclusion.

IPR Indemnity: The Customer must use any software supplied under license by Corefocus in accordance with the terms of the author’s relevant license agreements and Intellectual Property Rights. The customer shall indemnify and hold the Corefocus harmless from all claims awarded, incurred and paid by Corefocus as a result of any misuse by The Customer of software and IPR. Corefocus shall indemnify and hold the Customer harmless from any claim awarded, incurred and paid by the Customer as a result of any deliberate infringement by Corefocus, of a third party's Intellectual Property Rights in supplying a software product as part of the Contract in contravention to a license agreement.

Limitation of Liability: Corefocus shall accept liability to the Customer in respect of direct loss suffered by the Customer resulting from any breaches of this agreement up to a maximum aggregate liability of the amount of money received by Corefocus in respect of the Contract within the prior 12 months to the claim. Corefocus shall not be responsible for any loss of data by the Customer however caused. Corefocus shall not be liable to the Customer for any special, indirect, consequential damages or economic loss, including without limitation loss of profits, loss or wasted management time, loss of contracts, loss of savings, loss of business or business opportunities however arising even if such loss or damage was reasonably foreseeable.

Warranties: There are no implied warranties or terms of contract except as expressly stated in this Contract.

Assignment: Neither party shall assign, transfer, novate, charge, part with possession or otherwise dispose of any of its rights or obligations hereunder without the prior written consent of the other such consent not to be unreasonably withheld or delayed.

Notices: Any notice document or request to be given or served hereunder may be given or served by sending it by hand, by facsimile transmission (“fax”) or by special delivery post to the address of Corefocus or The Customer. Any notice document or request sent shall be deemed to have been given: (a) in the case of delivery by hand when delivered; (b) in the case of fax, one working day after the transmission date (provided the sender's fax machine generates a transmission report confirming correct delivery); and (c) in the case of special delivery post, 3 working days after the date of posting.

The headings of clauses in these terms and conditions are included herein for convenience and shall not affect the interpretation or construction of these terms and conditions.

 

Entire Agreement: If any provision in this agreement shall be found to be invalid or unenforceable the invalidity or unenforceability of such provision shall not effect the other provisions of this Agreement and all provisions not affected shall remain in full force and effect. This agreement supersedes all prior agreements between the parties and constitutes the whole agreement between the parties.

 

Law: This agreement shall be governed and construed in accordance with Jersey Law.

 

April 2018