General Terms and Conditions

  1. All prices quoted are nett and exclude Value Added Tax at 20% UK clients.
  2. Prices, where applicable, are subject to change and are subject to exchange rate fluctuations.
  3. Where applicable, stock must be returned unopened. All returned stock will attract a handling fee. These stock returns are subject to Axnosis and the supplier’s acceptance and terms and conditions. Delivery will be subject to stock availability at the time of the order. Stock warranty as per the manufacturer.
  4. Any costs incurred by Axnosis in the execution of a sale/proposal will be for Axnosis's account unless agreed beforehand in writing by THE PARTNER or THE CUSTOMER.
  5. Proposals are subject to the standard software development agreement used by Axnosis or as modified and agreed by both parties.
  6. Prices exclude incidental expenses like travel and accommodation where applicable.
  7. Proposals are valid for 25 days.
  8. Documentation is strictly confidential to THE CUSTOMER. 
  9. Work to be executed will be supported by a mutually agreed SOW (Statement of work).
  10. All project/support phases are subject to finalisation of the analysis and sign-off of specification documentation in the form of an FDD (Functional Design Document).

Intellectual Property Rights 

  1. Axnosis acknowledges and agrees that the copyright in and ownership of all material made available to it by THE CUSTOMER from time-to-time, vests and shall remain vested exclusively in THE CUSTOMER. 
  2. THE CUSTOMER acknowledges and agrees that the copyright in and ownership of all material made available to it by Axnosis from time-to-time, vests and shall remain vested exclusively in Axnosis. 
  3. The copyright in any material prepared or created specifically for THE CUSTOMER by, on behalf of, or on instruction of Axnosis or any personnel of Axnosis, shall remain the property of Axnosis unless otherwise expressly agreed in writing by the parties.
  4. The Axnosis software is guaranteed to work as described as per the test scripts and training manuals. 
  5. The Software is licensed not sold. This agreement only gives you some rights to use the Software.
  6. THE CUSTOMER will not sell, lease, licence, sublicense, encumber or otherwise exploit any portion of the Axnosis Software or its associated Documentation.
  7. THE CUSTOMER will not decompile, disassemble or reverse engineer any portion of the Axnosis Software;.
  8. THE CUSTOMER shall be entitled to recover from Axnosis and its suppliers/licensors only direct damages up to the amount paid for the software. THE CUSTOMER shall not be entitled to recover any other damages, including consequential, lost profits, special, indirect or incidental damages.
  9. THE CUSTOMER agrees that it will notify Axnosis as soon as reasonably practicable in writing of any Infringement Claim of which it has notice and give Axnosis sole control over its defence or settlement. THE CUSTOMER agrees to provide Axnosis with reasonable assistance in defending the claim, and Axnosis will reimburse THE CUSTOMER for reasonable out of pocket expenses that it incurs in providing that assistance

Travel 

  1. Any travel, accommodation, material and incidental expenses reasonably and necessarily incurred by Axnosis in travelling to fulfil its obligations to THE CUSTOMER, are not included in the contract price and shall be paid by THE CUSTOMER as invoiced by Axnosis. If requested by THE CUSTOMER, Axnosis shall obtain prior approval for travel, material and incidental expenses.

Payment Terms 

  1. Payment for Axnosis invoices are due as follows:
    • Hardware and Software will be invoiced on delivery. 
    • Payment is due within 15 (fifteen) calendar days of the invoice date or as per agreement in writing.
    • Axnosis reserves ownership of Hardware and Software until payment has been received in full. 
  2. Failure to pay will result in the removal of the goods – any costs incurred will be for THE CUSTOMER’S account and will be invoiced accordingly. 
  3. Consulting Services will be invoiced monthly, on completion of the work done, or according to project milestones – as agreed with THE CUSTOMER. Payment is due within 30 (thirty) calendar days of the invoice date. 
  4. Axnosis will invoice THE CUSTOMER monthly in advance for all Maintenance Activities and/or Service Level Agreements. Payment is due within 30 (thirty) calendar days of the invoice date. 
  5. All payments shall be made on due date without deduction, set off or demand and free of all bank charges or other expenses. Unless stated to the contrary, all amounts stipulated shall be exclusive of Value Added Tax. 
  6. Amounts not paid within the prescribed payment terms as set out above will be considered overdue and will attract interest at the prime rate of interest from the date such invoice becomes overdue until the date of payment. 
  7. All work is considered completed to an acceptable standard unless THE CUSTOMER disputes the work in writing to Axnosis within 10 (ten) calendar days following receipt of invoice for the work.