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Terms & Conditions

IMPORTANT: PLEASE READ CAREFULLY

BY COMPLETING THE STANDING ORDER MANDATE, THE SUBSCRIBER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE

1. DEFINITIONS

1.1 The followings words and phrases shall have the meanings as set out below:

Agreement	means the contract comprising these terms and conditions;
Budget EDI	means Budget EDI Limited (company number 04871515) whose registered office is at The Media Centre, Lord Street, Huddersfield, West Yorkshire, HD1 1RL;
Help Desk Support	means the telephone or e-mail support provided by Budget EDI on any business day (excluding weekends and bank holidays) during the hours of 09:00am to 17:00pm;
Intellectual Property Rights	means all copyright and rights in the nature of copyright, design rights, patents, trade marks, applications for any of the foregoing, moral rights, know-how, confidential information or any other intellectual or industrial property rights whether or not registered or capable of being registered and those subsisting in the United Kingdom or any other part of the world;
Login Details	means the login user name and password, which enable the Subscriber to access the Web EDI Service;
Somerfield	means Somerfield Limited (company number 623166) whose registered office is at Somerfield House, Whitchurch Lane, Bristol, BS14 0TJ, or any of its parent or subsidiary undertakings;
Standing Order Mandate	means the instructions (prepared by Budget EDI) to the Subscribers bank to pay the Subscription Charge; provided by Budget EDI (so they can’t just send their own in)
Subscriber	means the party to this Agreement, whose details are recorded in the Welcome Pack and Standing Order Mandate;
Subscription Charge	means (unless otherwise specifically agreed in writing) the sum of £100.00 plus VAT per calendar month, payable by the Subscriber in accordance with Clause 7 below;
Web EDI Service	means the web based Electronic Data Interchange service which is accessible from the website with the URL http://www.budget-edi.co.uk/somerfield,details of which are described in the Welcome Pack;
Welcome Pack	means the document delivered to the Subscriber containing the Login Details.

2. BUDGET EDI OBLIGATIONS

2.1 In consideration for payment of the Subscription Charge, Budget EDI:

2.1.1 grants to the Subscriber a non-exclusive, terminable right and licence to access and utilise the Web EDI Service using the Login Details; and

2.1.2 shall provide the Help Desk Support

2.2 Budget EDI may, at? its absolute discretion, vary the specification of the Web EDI Service at any time without notice to the Subscriber.

3. LOGIN DETAILS

3.1 Under no circumstances shall the Subscriber disclose the Login Details to any party other than an authorised employee.

3.2 The Subscriber agrees that it shall immediately notify Budget EDI upon becoming aware of the loss or misuse of the Login Details.

4. RESTRICTIONS

4.1 The Subscriber shall not (or permit others to do so):

4.1.1 adapt, translate, de-compile, reverse engineer, disassemble, crack or hack the Web EDI Service;

4.1.2 utilise the Web EDI Service for any purpose other than for submitting electronic invoices for payment by Somerfield in relation to goods delivered or services rendered by, or on behalf of the Subscriber.

5. AVAILABILITY

5.1 Budget EDI shall use its reasonable endeavours to ensure the continuous availability and operation of the Web EDI Service.

5.2 The Subscriber acknowledges that:

5.2.1 The Web EDI Service:

5.2.1.1 is provided on an “as is” and “as available” basis;

5.2.1.2 may not be uninterrupted or error free;

5.2.1.3 may be suspended in accordance with Clause 11 below.

5.2.2 the internet and world wide web are inherently uncontrollable and that the Web EDI Service may not be accessible for reasons beyond the reasonable control of Budget EDI.

6. WARRANTIES

6.1 To the fullest extent permissible by law, Budget EDI excludes any express, implied or statutory warranties (including warranties as to the conditions of quality or fitness for a particular purpose) including those implied by the Sale of Goods Act of 1979 (as amended) and the Supply of Goods and Services Act of 1982

6.1.1 6.2 Subject to Clause 5.2.2 above, Budget EDI warrants that the Web EDI Service, shall function (minor errors excluded) materially in accordance with pages 4 through 7 of the Welcome Pack.

7. CHARGES AND PAYMENT

7.1 The Subscriber shall pay Budget EDI the Subscription Charge in accordance with the Standing Order Mandate.

7.2 Budget EDI reserves the right to alter the Subscription Charge on a monthly basis. Budget EDI shall provide the Subscriber with no less than two (2) months advanced written notice of any proposed change.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights and other proprietary rights of whatever nature in the Web EDI Service and are and shall remain the sole property of Budget EDI.

8.2 The Subscriber shall not acquire or claim any title to any of the Intellectual Property Rights in the Web EDI Service.

9. LIABILITY & INDEMNITY

9.1 The Subscriber agrees and acknowledges that Budget EDI are not involved in the agreement or payment of any invoices submitted for payment by Somerfield through the Web EDI Service.

9.2 Budget EDI shall not be liable to the Subscriber for any damages whatsoever or howsoever (inclosing without limitation damages for loss of business profits, business interruption, loss of business information or other consequential, indirect, economic or pecuniary loss) arising out of the use or inability to use the Web EDI Service, even if Budget EDI have been informed of the possibility of such damages.

9.3 Budget EDI shall not be held liable for any breach of its obligations resulting from causes beyond its reasonable control, including without limitation those referred to in Clause 5.2.2 above.

9.4 Budget EDI does not exclude or limit liability for death or personal injury.

9.5 The entire risk in respect of the results and performance of the Web EDI Service is assumed solely by the Subscriber.

10. INDEMNITY

10.1 The Subscriber shall indemnify Budget EDI (on an indemnity basis) in full and hold Budget EDI harmless from all claims, demands, damages, and expenses (including legal fees) arising out of or in connection with any:

10.1.1.1 loss or misuse of the Login Details;

10.1.1.2 use of the Web EDI Service.

11. SUSPENSION

11.1 Budget EDI shall be entitled to suspend access to the Web EDI Service without any liability to the Subscriber whatsoever, where:

11.1.1 it is reasonably necessary for Budget EDI to carry out routine upgrade, repair or maintenance works to the Web EDI Service; or

11.1.2 the Subscriber:

11.1.2.1 fails to pay the Subscription Charge in full;

11.1.2.2 breaches any term of this Agreement.

12. TERM & TERMINATION

12.1 This Agreement shall continue on a monthly basis, unless or until:

12.1.1 the Subscriber gives Budget EDI not less than three (3) months notice to terminate;

12.1.2 Budget EDI terminates this Agreement at any time by written notice to the Subscriber, if the Subscriber:

12.1.2.1 commits any material breach of its obligations under this Agreement which (if remediable) are not remedied within seven (7) days after the service of written notice specifying the breach and requiring it to be remedied;

12.1.2.2 makes any voluntary arrangement with its creditors (within the meaning of the Insolvency act 1986) or if a petition is presented for the making of an administration order subject to an administration order or goes into liquidation;

12.1.2.3 ceases to carry on the Web EDI service.

12.1.3 Budget EDI terminates this Agreement on two (2) months written notice, for any reason whatsoever.

12.2 Any Subscription Charge outstanding at the termination of this Agreement shall immediately become payable to the Subscriber.

13. ASSIGNMENT

13.1 The Subscriber shall have no right to assign, sub-licence or otherwise transfer the benefits of, nor delegate its obligations whether in whole or in part under this Agreement.

13.2 Budget EDI shall be permitted to assign its rights and obligations under this Agreement, whether in whole or in part, without any consent from The Subscriber.

14. CONTRACT RIGHTS OF THIRD PARTIES

14.1 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999, to enforce any of the terms and conditions of this Agreement.

15. NOTICES

15.1 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, sent by facsimile, registered mail (properly posted and fully prepaid in an envelope properly addressed) or by e-mail.

15.2 Any such notice shall be considered to have been given on the first working day occurring after the day of actual delivery or sending by facsimile or e-mail or in any other event within two (2) working days after it was posted in accordance with this Clause 15.

16. WAIVER

16.1 Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of such party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice such party's rights to take subsequent action.

17. ENTIRE AGREEMENT

17.1 The terms and conditions of this Agreement represent the entire agreement between Budget EDI and the Subscriber. No amendment to the terms and conditions of this Agreement shall be valid and binding unless in writing and signed by an authorised representative of both parties.

18. FURTHER ASSURANCE

18.1 At any time after the date of this Agreement, either party shall, at the request and cost of the other party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the other party may reasonably require for the purpose of giving to the other party the full benefit of all the provisions of this Agreement.

19. SEVERABILITY

19.1 In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

20. LAW

20.1 The parties hereby agree that this Agreement and the provisions hereof will be construed in accordance with the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

Version 1.0

May 2004