Terms & Conditions
Terms and Conditions for the supply of TMS products and Services
Definitions:
Products means any reporting services provided online or hardware supplied.
You means any user of our services
User means any authorised user of the website or the TMS application
We or Us means TMS (analysis) Ltd
Website means the TMS website at http://tms.smartanaylsis.com or any alternative website which hosts the TMS application
TERMS & CONDITIONS:
These terms and conditions set out below shall govern the contract between us including your use for the website, the information contained on the website and /or any products and reporting services that you purchase from us you agree to be bound by these terms and conditions which shall prevail over your own terms and conditions.
We reserve the right to vary or modify these terms and conditions including without limitation to increase our service charge from time to time.
We reserve the right to vary or change (temporarily or permanently) the website, or any part of it, without any liability to you or any third party.
The website is an internet based service which provides access to TMS software which provides tachograph data capture, analysis and reporting to authorised users. Whilst we shall use all reasonable endeavours to ensure that the website is available at all times we do not guarantee that the website will be free from service interruption, suspension or modification of the website whatsoever.
We will give notice to all users of the website if there is to be planned downtime.
We hereby grant to the user authorisation to use TMS on these terms and conditions.
We shall issue authorisation to you to use our website and associated software by the issue of unique user names and passwords.
It shall be your responsibility to keep the TMS user identification and passwords secure.
You must promptly notify us if there is any unauthorised use of your password or the TMS application. We shall not be liable for any loss or damage you may suffer or incur as a result of any unauthorised use of your password if you have failed to keep your password secure.
You must ensure that at all times you use the latest TMS version which you should download from our website when prompted by us.
You shall be responsible for any management, control and use of any tachograph data held on the website or provided in report formats which relates to your company including without limitation all users authorised by you to use TMS. We shall not be liable to you for any loss or damage you may suffer or incur as a result of any act, omission or mis-use of the website or such data held on the website by you, or your representatives.
We may refuse to process a transaction for any reason or refuse service to anyone at any time at our sole discretion.
We reserve the right to vary, change or modify any products that we supply even after you have placed your order provided that the functionality and performance of the replacement products is of equivalent standard to the products ordered.
Intellectual Property Rights
All copyright, design rights, trademark and patents and other intellectual property rights vested in the TMS application, the website (including without limitation the source and object codes) and the products whether registered or not belong to TMS and our IT developers.
You will not contact our IT developers without our specific permission.
We shall comply with the relevant Data Protection Acts in connection with the storage of any user data.
The user’s tachograph details and any related data held on the website pursuant to the user’s use of the TMS system shall belong to the appropriate organisation or user.
Restrictions
You shall not:
Incorporate the TMS software into any other software developed by you or anybody else.
Use or copy the TMS software other than in accordance with the terms of this agreement
Decompile or reverse engineer the TMS software or make any other attempt to discover the source code or the software for any purpose.
Limitation of Liability
If the products are damaged or defective or you haven’t received the correct quantity we shall have no liability to you unless you notify us in writing of the problem within seven days of delivery.
If the products are damaged or defective our only liability to you will be to replace or repair the damaged or defective products.
Save for death or personal injury caused by our negligence or as otherwise set out in this agreement our entire liability to you for any indirect, direct or consequential damages shall be limited to the amount paid for the product or the analysis of specific data.
Payments & Charges
Payment must be made in full within 30 days of receipt of our invoice.
We reserve the right to suspend or cease the provision of our services without notice if the invoices are not paid by the date due for payment.
Charging for the TMS service will be made on a calendar month basis at rates agreed or advertised.
Delivery, Title & Risk
Title in any products supplied by us, remain with TMS (Analysis) Ltd, Until payment in full has been received in accordance with this agreement.
All products will be delivered to the address stated by you on your order confirmation. Reports will be emailed to nominated recipients.
Risk in the products passes to you on the date you received the products.
We reserve the right to cancel your order and make a full refund to you or make a suitable replacement for the products ordered if we have insufficient stock of the product ordered or we are unable to deliver in your area.
We shall endeavour to deliver the products within thirty days of your order but any delivery time stated by us is not guaranteed and delivery times shall not be of the essence.
Termination
We reserve the right to terminate this agreement immediately if:
You fail to pay our invoices on the due date
You are in breach of any provision set out in our clause entitled “Restrictions”
You become insolvent or a receiver, administrator or similar is appointed over all or any part of your assets.
You cease or threaten to cease carrying on your business.
You make any arrangement with your creditors or:
You go into liquidation
You may terminate this agreement at any time on giving us written notice which must be sent to the address as shown at the beginning of this agreement. If you terminate this agreement you must provide proof that you have sent notice of termination to us in writing.
General
This agreement shall be governed and construed in accordance with the laws of England and the parties shall submit to the exclusive jurisdiction of the English courts.
You will be entitled to any manufacturer’s warranty provided with any hardware and if the manufacturer so requires you must comply with any registration requirements of the manufacturer relating to any such warranty.
The basis of this agreement is on the assumption that this is a business to business transaction.
Any jointly recognised service level agreement may contain factors which affect these terms and conditions.