fmfirst® Terms and Conditions

Please see below our fmfirst® terms and conditions.

These terms and conditions are in addition to Asckey’s General Terms and Conditions, which can be found here as if the same were set out in full in this document. If you have any questions then please contact us.

1. DEFINITIONS

1.1 “Company” means Asckey Data Services Limited.

1.2 “Customer” means the person, firm, company or other organisation commissioning a fmfirst® System.

1.3 “fmfirst® System” means a facilities management system based upon a licensed computer application of the fmfirst® product family, as defined by the product variant name, the number of licensed users and the basis of operation.

1.4 “Product Variant” means all products prefaced by fmfirst®.

1.5 “Basis of Operation” means whether a system is either hosted on a computer server owned by, managed by and located within the Company’s computer environment or installed on hardware within the Customer’s own site.

1.6 “Services” means those services associated with the provision of an fmfirst® System, including, but not limited to, data migration (feasibility, analysis and execution), application customisation, software build, installation, site reviews, technical support, training and, in certain circumstances, additional dial-in remote system support.

1.7 “Supply” means the provision of an fmfirst® System together with its associated services.

1.8 “Effective Date of Supply” means the date upon which the fmfirst® system is installed and available to the Customer.

1.9 “Annual fmfirst® Licence Fee” means the agreed annual charge for the selected fmfirst® System, payable annually in advance and covering system use, support and updates to Product Variant.

1.10 “Fees” mean the charges for Services performed, based on ruling day-rates and prices, as applicable.

1.11 “Contract” means the agreement between the Customer and the Company consisting of the following documents (or their equivalents), which can be read as a whole: Project Brief, Specifications (Functional and Technical), Instruction to Proceed, Hosting Service Level Agreement, Product Support & Licence Agreement and these Terms and Conditions.

2. RESTRICTIONS

2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:

  • not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
  • not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in any other programs;
  • not to disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things;
  • not to provide, or otherwise, make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.

2.2 Where we have provided you with logins, passwords or keys to enable you to use the software, you are responsible for keeping information secure and confidential.

3. INVOICING & PAYMENT

For the Annual fmfirst® Licence Fee and any additional dial-in remote support, an invoice will be raised upon the Effective Date of Supply for full annual charge and annually thereafter upon the anniversary date.

4. LIABILITY

The Customer is solely responsible for the use, application and effect of the System in the Customer’s operational environment, including but not limited to all supporting procedures, processes, audits, checks, internal controls, ensuring the actual and timely performance of all maintenance and other tasks within the area of application, business continuity and contingency systems.

5. TERMINATION

5.1 After the Effective Date of Supply, either party has the right to terminate the Contract at any anniversary date of the Effective Date of Supply by giving 3 months’ written notice to the Company’s Commercial Director prior to the anniversary date.

5.2 Where the effective cancellation date occurs before 75% of the full contract term, discounts previously given for any extended term will be recovered and charges incurred in cancellation will be chargeable.

6. CONSEQUENCES OF TERMINATION

If the Contract is terminated under 5.1 above, then the Customer will pay the Company for all Annual fmfirst® Licence Fees, Fees for Services and expenses that are due up to the date of termination and will compensate the Company for all non-cancellable financial commitments made by the Company in relation to the contract. Furthermore, unless otherwise agreed in writing at the time, all licences to use the System and any aspect of its embedded Intellectual Property will be revoked and the Customer will uninstall all components of the System residing on its own computer hardware and destroy any copies on any other media.

7. CUSTOMER SUPPORT

See fmfirst® Support & Licence Agreement.

 

Copyright © 2020 Asckey Data Services Limited. All rights reserved.

(Version 5 – 24/07/2020)