General Terms and Conditions

Framework:

[1] General - Applicability

  1. The following General Terms and Conditions apply exclusively to all transactions of Websache Ltd. These General Terms and Conditions represent the entire agreement between us in relation to the subject matter and supersede any prior agreement, understanding or arrangement between us whether oral or in writing.

  2. These General Terms and Conditions are composed of two parts: the "Framework", which is independent of the specific product or service purchased, and the individual Terms and Conditions that apply to the specific services provided by Websache Ltd.

[2] Prices - Payment Terms

  1. All prices quoted are net prices and do not include the applicable, statutory Value Added Tax (VAT).

  2. Insofar as order confirmations say nothing to the contrary, Websache Ltd prices are understood to be ExW (INCO-Terms 2000). The prices include neither packaging nor transportation charges.

  3. All payments are due upon receipt of invoice, unless other payment terms are listed on the invoice. Cash discounts are accepted only in cases in which they have been agreed to by Websache Ltd ahead of time and in writing.

  4. Websache Ltd is entitled to charge interest on any payments which are overdue. The interest rate is 8 percent above the current lending rate of the European Central Bank. In addition, Websache Ltd is entitled to interrupt or stop its performance immediately under these Terms and Conditions if the Customer does not pay on time.

  5. The Customer is not entitled to offset any sum which s/he owes to Websache Ltd from any sum which Websache Ltd owes to the Customer unless s/he has a legal right to do so, or unless Websache Ltd has recognised such entitlement in writing.

  6. In the event that the software and / or the services are disrupted, Websache Ltd will not be held liable for disruptions caused by circumstances beyond its control. In the event of disruptions within Websache Ltd's control, Websache Ltd will endeavour to rectify such disruptions immediately.
    Should the problems not be rectified within three days of written notification, the Client agrees that the sole remedy is to receive credit on its account for the period pro rata of time the Service was disrupted.

[3] Liability

  1. If gross negligence, wilful neglect or intentional damage are not involved, Websache Ltd will only be liable if and when a material term of this contract has been breached.

  2. If a material term is breached, as specified in a above, the maximum liability shall be limited to the sum of the fee for services for the 10 months immediately preceding breach or three times the licence fee for software licences.
    In all cases, the maximum liability is limited to that which is usual and customary for such damage claims in the jurisdiction that covers these Terms and Conditions. Websache Ltd specifically excludes the assumption of any form of general liability, in particular for damages unrelated to this contract, for incidental or consequential property damage or for loss of profits.

  3. Nothing in the General Terms and Conditions shall limit our liability for personal injury or death arising out of negligence nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited by law.

  4. The Customer's right to claim for damage or breach of contract expires three (3) months following delivery / handover.

[4] Force Majeure

  1. Neither Party shall be under any liability to the other in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of either of the parties hereto which shall include (but not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion,  sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority;
    breakdown of equipment and labour disputes of whatever nature and whatever cause arising, including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the parties and any or all of its employees and/or any other employer and any or all of its employees and / or between any two or more groups of employees.

[5] Miscellaneous

  1. All Agreements that contain a change, an addition, a clarification or specification related to the contractual relationship between Websache Ltd and the Customer, as well as any other modification or accord between Websache Ltd and the Customer must be made in writing to be considered valid. This equally applies to the rescission of this obligation.

  2. The General Terms and Conditions shall be governed by English law and any dispute arising from, or related to, this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.

  3. Except where the context otherwise requires, words importing the singular meaning shall include the plural meaning and vice versa and words denoting the masculine gender shall include the feminine and neuter genders.

  4. All Agreements that contain a change, an addition, a clarification or a specification related to these General Terms and Conditions, as well as any promises, side letters or agreements, must be made in writing to be considered valid.

  5. The invalidity or unenforceability for any reason of any provision of these General Terms and Conditions shall not prejudice or affect the validity or enforceability of its other provisions. The same applies if it is determined that these General Terms and Conditions contain an omission. If an omission is found, the parties hereby agree to find a solution that most closely matches the result that would have been reached, had the parties documented the issue within the body of these General Terms and Conditions.