* Compulsory field

Softwaresourcer.com Terms and Conditions 1. Definitions “Action” - Each of the following is an Actions Lead sent to Supplier; Supplier to Buyer Contact; “Action Costs” - The cost of Lead sent to Supplier. “Agreement” - The legally binding agreement between Softwaresourcer.com Ltd and the Supplier on these terms and conditions; “Softwaresourcer.com” - Softwaresourcer.com, 64 Overlegh Road, Chester Ch4 7HW “Software Sourcer Lead” - A bone fide Lead that is reasonably relevant to the applicable company; “Buyer” - A visitor to the Web Site who is typically interested in purchasing goods or services; “Confidential Information” - means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party to the other party whether before or after the date of this Agreement including, without limitation, information relating to the disclosing party’s business, plans or intentions, service information, know-how, trade secrets, market opportunities and affairs; “Copy” - The style, content and form in which the Index Entry and the Testimonials will appear on the Web Site, as provided by the Supplier, in accordance with this Agreement and any special conditions and as agreed from time to time between Softwaresourcer.comand the Supplier; “Intellectual Property Rights” - All intellectual property rights of any nature whatsoever, whether registered or unregistered including, without limitation, patents, copyrights, performer’s rights, recording rights, moral rights, trademarks, designs, know-how, database or rights in Confidential Information; “Law” - Any law, statute, regulation, instruction, guideline or code of conduct having force of law of any governmental or other regulatory authority of competent jurisdiction (including but not limited to any term in any licences issued by any such authority and any data protection requirements) in all cases as amended, replaced and supplemented from time to time; “Lead” - A Lead is created for a Supplier when a Buyer completes the form that appears on most pages of the Softwaresourcer.com web site and sends the form to the Supplier; “Maximum Monthly Bill” - The maximum amount that a Supplier will be charged over a calendar month in connection with its listing in one Index; “Price” - The total of all Action Costs multiplied by the number of Actions for each Index the Supplier is listed in during a calendar month which shall not exceed the Maximum Total Monthly Bill; “Service” - The service provided by Softwaresourcer.com under this Agreement; “Testimonial” - A quote from a Supplier’s client indicating that the Supplier is good at supplying the goods or services offered; “Unacceptable Copy” - Copy that is inaccurate, contravenes any Law, infringes the IPR of any third party, or is abusive, immoral or otherwise likely to offend users of the Web Site or the Internet in general; and “Web Site” - The presence of Softwaresourcer.com or its parent or subsidiary companies currently at www.softwaresourcer.com as amended from time to time and identified on the www.softwaresourcer.com homepage. “Supplier” - The natural or legal entity which wishes to receive leads from Softwaresourcer.com "Quote" - A net cost for the production of any work the Lead requires from a Buyer 2. Obligations of the Supplier 2.1 To pay the Price plus VAT by Cheque, Paypal or credit/debit card (including Delta, Electron, Mastercard, Solo, Switch / UK Maestro, VISA) monthly in arrears to Softwaresourcer.com. Softwaresourcer.com will send a monthly invoice in arrears via email on the 1st of each month. This invoice will vary from month to month based on the volume of Actions and the number of Indices the Supplier is listed in but it will never exceed the Maximum Monthly Bill. If the Supplier does not pay the Price within 10 days of receipt of invoice (the “Due Date”) Softwaresourcer.com, may (at its sole discretion) do any or all of the following: charge interest at the rate of 3% above the base rate of National Westminster Bank Plc from the Due Date until the date of actual payment, terminate this Agreement immediately on written notice to the Supplier’s given email or postal address. 2.2 To notify Softwaresourcer.com of any work or contracts secured through Leads received from Softwaresourcer.com and pay the Price applicable for these if a percentage of contact value deal has been agreed 2.3 To contact the Buyer with a quote, or notification as to why they are unable to produce a Quote as soon as possible but within 7 days of receiving a Lead; 2.4 If they are succesful in securing any work from the Lead they receive, to produce work for the Buyer at the best standards they can 3. Obligations of Softwaresourcer.com 3.1 To bill the supplier monthly in arraers for any leads sent to supplier. 3.2 Softwaresourcer.com will not bill any Supplier more than the Maximum Monthly Bill amount applicable for each calendar month. 4. Rights of Softwaresourcer.com The Supplier grants Softwaresourcer.com an irrevocable non-exclusive licence throughout the world in perpetuity to publish Supplier’s details and Copy on the Web Site if it so wishes. 5. Indemnity Supplier shall indemnify and hold Softwaresourcer.com harmless against each loss, liability and cost which Softwaresourcer.com may incur as a result of any third party claim arising out of or in relation to any breach by Supplier of any representation, warranty, undertaking or obligation contained in this Agreement (including, without limitation, each loss, liability and cost reasonably incurred as a result of defending or settling a claim alleging such a liability). 6. Termination 6.1 Softwaresourcer.com may terminate this Agreement with immediate effect by written notice to the Supplier at any time after the occurrence of any of the following events in relation to the Supplier: 6.1.1 The Supplier being in breach of a material obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 14 days of being required in writing to do so; 6.1.2 The Supplier passing a resolution for its winding up or a court of competent jurisdiction making an order for the Supplier’s winding up or dissolution; 6.1.3 The making of an administration order in relation to the Supplier or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Supplier; or 6.1.4 The Supplier making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally. Termination of this Agreement shall not affect either party’s accrued rights or obligations or any duties of confidentiality. 7. Liability 7.1 Softwaresourcer.com does not guarantee that any Actions shall occur in connection with a Lead. 7.2 Subject to section 9.3 below, neither party accepts any liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following: (i) Loss of profit or sales; (ii) Loss of opportunity; (iii) Loss of turnover; (iv) Loss of use of any hardware, software or data; (v) Loss of or damage to business; (vi) Indirect, special or consequential loss or damage; And for the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss. Subject to clause 8.3 below, Softwaresourcer.com’s liability under this Agreement to Supplier shall be restricted to the total amount (less VAT) paid by Supplier to Softwaresourcer.com in the twelve month period preceding the event which gave rise to the claim. 8.3 Neither party's liability: (i) For death or personal injury caused by that party's negligence or the negligence of that party's employees or agents; (ii) For breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; (iii) For fraudulent misrepresentation; (iv) For misuse of Confidential Information; or (v) For any liability which cannot be excluded or limited by applicable law, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case. 8.4 Softwaresourcer.com shall not be liable for any losses, damage or expenses (including, without limitation, any costs of finding replacement advertising space) suffered or incurred by the Supplier as a result of the Web Site not being accessible to users of the world wide web for any period of time. 8.5 Softwaresourcer.com shall not be liable for any delay in or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of suppliers or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God. 9. Other Conditions 9.1 Softwaresourcer.com reserves the right to change the price of Action Costs and the Maximum Monthly Bill and the Maximum Total Monthly Bill by giving not less than 30 days’ notice to the Supplier. In the event that year-on-year such price increases are greater than the UK’s RPI increase for the same period, Supplier shall have the right to terminate this Agreement upon 30 days’ written notice. 9.2 Softwaresourcer.com is not obligated to pass on Leads to any specific Suppliers, but will do so out of its own judgement as to whether that Supplier is suitable. 10. Confidentiality 10.1 Each party undertakes to the other: (i) to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other’s written consent; and (ii) to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement. The provisions of this section shall not apply to any Confidential Information which is already in the public domain, lawfully obtained from a third party free from any duty of confidentiality or which was already in the possession of the receiving party at the time of entering into this Agreement. 11. General 11.1 The terms and conditions of this Agreement represent the entire agreement between the parties in relation to the subject matter of this Agreement. 11.2 A delay by either party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing. 11.3 The invalidity of any term or condition of this Agreement shall not affect the validity of the remainder of this Agreement. 11.4 Nothing in this Agreement shall create a partnership or joint venture between the parties. 11.5 Softwaresourcer.com may assign or transfer this Agreement to any company or entity. Supplier may assign or transfer this Agreement subject to obtaining Softwaresourcer.com’s prior written approval. 11.6 Unless expressly provided in these terms, no term of this contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. 11.7 This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.