Terms and Conditions

Infonote Datasystems Ltd (Company No. 03496036) ("Infonote", "we", "us") operates Code Red Software Ltd. These Terms and Conditions are for publication on all websites operated by Infonote (including Code Red Software Ltd) and govern:

• Section A: Website Terms of Use
• Section B: Terms and Conditions of Sale (B2B)
• Section C: Software and Licensing
• Appendix A: SaaS Schedule
• Appendix B: Data Processing Agreement (Fallback)

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Section A: Website Terms of Use

A1. Acceptance

By accessing or using any website operated by Infonote (including Code Red Software), you agree to be bound by these Terms and our Privacy Policy.

A2. Permitted Use and Acceptable Use

You must not use any website in a way that is unlawful, illegal, fraudulent or harmful. You must not attempt to gain unauthorised access to any part of the website or systems connected to it. You must not introduce viruses, trojan horses, worms, logic bombs or other malicious or technologically harmful material.

A3. Intellectual Property

Unless otherwise stated, Infonote and/or its licensors own the intellectual property rights for the content and materials on the websites. All such rights are reserved.

A4. Availability

Websites are provided on an "as is" and "as available" basis. We do not guarantee uninterrupted availability and may suspend, withdraw or restrict availability for business and operational reasons.

A5. Website-only Liability

To the fullest extent permitted by law, Infonote excludes liability for losses arising solely from the use of (or inability to use) the websites. This Section A does not apply to paid Goods or Services supplied under Section B or Appendix A.

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Section B: Terms and Conditions of Sale (B2B)

Terms and Conditions of Sale for Infonote Datasystems Ltd ("Infonote") and the party or parties contracting to purchase Goods and/or Services.

All orders are accepted subject to the terms and conditions of sale laid out below. These terms and conditions shall only be varied or special terms and conditions agreed in exceptional circumstances and any such variations or special terms and conditions will only apply with the written agreement of a Director of Infonote.

B1. Definitions

In these conditions:

• "Client" means the person who accepts a quotation of Infonote and whose order for the Goods is actioned by Infonote.
• "Goods" means computer software and hardware, details of which are set out in the order which Infonote is to supply in accordance with these Conditions.
• "Services" means the provision of consultancy or support services by Infonote employees and agents in connection with the maintenance or development of the Client's computer systems.
• "Contract" means the contract for the purchase and sale of the Goods subject to these Conditions.
• "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any variation or special terms and conditions agreed in writing between a director of Infonote and the Client.
• "Software" means both the computer program and related documents.
• "Licence" means the terms and conditions enclosed with each piece of software supplied or delivered by Infonote.

Where Services are provided on a software-as-a-service basis, Appendix A (SaaS Schedule) shall apply. Where Infonote processes Personal Data on behalf of the Client, Appendix B (Data Processing Agreement – Fallback) shall apply unless replaced by a separate agreed DPA.

B2. Quotations and Acceptance

(a) Quotations given by Infonote are valid for 30 days (except where otherwise stated) and do not constitute an offer capable of acceptance by the Client. No binding contract shall arise until Infonote accepts the Client's order by acknowledging the same in writing. Such acknowledgement shall be subject to the software or equipment quoted for still being available and the provision of sufficient information by the Client to enable Infonote to proceed with the order. Infonote may at its discretion on small orders action the order without raising an acknowledgement. In these circumstances no binding contract shall arise until the Goods are delivered to the Client.

(b) Infonote will not accept any variation or modification of these terms or conditions or any other quoted terms or conditions unless the same are specifically agreed by Infonote in writing. The placement of any order by a Client shall be deemed to constitute acceptance of these terms.

B3. Basis of the Sale

(a) Infonote shall sell and the Client shall purchase the Goods and Services in accordance with the written quotation of Infonote and these conditions shall govern the Contract to the exclusion of any other terms and conditions specified by the Client, unless agreed by Infonote in writing.

(b) Infonote its employees and agent are not authorised to make any representation concerning the Goods unless confirmed by Infonote in writing. In entering into the contract, the Client acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.

(c) Any advice or recommendations given by Infonote its employees or agents to the Client's employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Infonote is followed or acted upon entirely at the Client's own risk and accordingly Infonote shall not be liable for any such advice or recommendation which is not so confirmed.

(d) Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Infonote shall be subject to correction without any liability on the part of Infonote.

B4. Orders and Specifications

(a) The Client shall be responsible to Infonote for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving Infonote any necessary information relating to the Goods or Services within a sufficient time to enable Infonote to perform the Contract in accordance with the terms, and time shall not be deemed to be of the essence of this contract unless and where specifically stated herein.

(b) The quantity quality and description of and any specification for the Goods or Service shall be those set out in Infonote's quotation with such amendments as are accepted by Infonote in writing.

(c) Infonote reserves the right to make any changes in the specification of the Goods or Services which are required to conform with any applicable safety or other statutory requirements or, where the Goods or Services are to be supplied to Infonote's specification, which do not materially affect their quality or performance.

(d) No order which has been accepted by Infonote may be cancelled by the Client except with the agreement in writing of Infonote and on terms that the Client shall indemnify Infonote in full against all loss (including loss of profit), damages, charges and expenses incurred by Infonote as a result of cancellation.

B5. Price and Delivery

(a) The price of the Goods does not include VAT unless specifically stated and the Client shall be additionally liable to pay the VAT to Infonote at the rate applicable at the time of delivery of the Goods.

(b) Unless otherwise agreed delivery will be ex-works and Goods will be packed to Infonote's normal specifications in non-returnable packing and carriage will be arranged at the request and at the expense of the Client. Where applicable cash on delivery charges will be added to the price of the Goods.

(c) The price of the Goods and Services shall be Infonote's quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in Infonote's published price list current at the date of acceptance of the order by Infonote. All prices quoted are valid for 30 days only or until earlier acceptance by the Client, after which time they may be altered by Infonote without giving notice to the Client.

(d) Infonote reserves the right by giving notice to the Client at any time before delivery, to increase the price of Goods or Services to reflect any increase in the cost to Infonote which is due to any factor beyond its control (such as, without limitations any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase to cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Client, or any delay caused by instruction of the Client or failure of the Client to give Infonote adequate information or instructions.

(e) Infonote reserves the right to suspend or cancel any unfulfilled Contract where payment for any previous Contract remains outstanding after due date of payment or where in the reasonable opinion of Infonote the Client is unlikely to be able to or willing to pay his debts as they fall due.

(f) Whilst Infonote shall make every effort to supply the Goods or Services within the required time, any delivery period quoted is an estimate only so that time will not be of the essence provided Infonote takes all reasonable steps to deliver the Goods or Services at the time stated but Infonote shall be under no liability whatsoever for failure to do so.

(g) Infonote is not responsible for loss or damage of Goods in transit. If the carriers and Infonote are notified of loss or damage within three days of delivery or non delivery and within fourteen days of date of advice then there may be a claim against the carriers. In the event of damage, packing materials must always be retained for examination by the carriers. Goods sent on instructions of clients at "owners risk" cannot be the subject of a claim for loss or damage.

B6. Risk and Property

The following expression shall apply in this clause: Goods other than Software ("Hardware")

(a) Risk of damage to or loss of Hardware shall pass to the Client: (i) in the case of Hardware to be delivered at Infonote's premises, at the time when Infonote notifies the Client that the Hardware is available for collection, or (ii) in the case of Hardware to be delivered otherwise than at Infonote's premises when Infonote has tendered delivery of the Hardware.

(b) Notwithstanding delivery and the passing or risk in the Hardware, or any other provisions of these Conditions, the property in the Hardware shall not pass to the Client until Infonote has received in cash or cleared funds payment in full of the price of the Hardware and all other Hardware agreed to be sold by Infonote to the Client for which payment is then due.

(c) Until such time as the property in the Hardware passes to the Client, the Client shall hold the Hardware as Infonote's fiduciary agent and bailee, and shall keep the Hardware separate from those of the Client and third parties and properly stored, protected and insured and identified as Infonote's property. Until that time the Client shall be entitled to resell or use the Hardware in the ordinary course of its business, but shall account to Infonote for the proceeds of sale or otherwise of the Hardware, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Client and third parties and in the case of tangible proceeds properly stored, protected and insured.

(d) Until such time as the property in the Hardware passes to the Client, Infonote shall be entitled at any time to require the Client to deliver up the Hardware to Infonote and, if the Client fails to do so forthwith to enter upon any premises of the Client or any third party where the Hardware is stored and repossess the Hardware.

(e) The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Hardware which remain the property of Infonote, but if the Client does so all moneys owing by the Client to Infonote shall (without prejudice to any other right or remedy of Infonote) forthwith become due and payable.

(f) Software shall be specifically excluded in clauses (a) to and including (e). Property in the Goods shall not pass to the client and the terms of the Licence related to that software shall always take precedent over these Terms and Conditions of Sale.

B7. Contract Parameters and Variation Charges

The contract relates only to the Goods and Services detailed in Infonote's quotation and shall not include accessories, optional extras or Services other than those detailed therein. Installation or the provision of Services shall be limited to the description laid out in these Terms and Conditions, any additional Services provided by Infonote its agents or servants shall be charged to the Client at Infonote's current rate for such Services. If Infonote incurs extra expense through variations in the original contract under the instructions of the Client or the Client's authorised representative or through incomplete or incorrect information provided by the Client or the Client's representative or through errors in work which are not under Infonote's control or through delays, then the Client shall be charged labour at Infonote's current labour rate, vehicle mileage at the Infonote current rate, travel by air, train or similar means at cost and materials or accessories at Infonote's current list price.

B8. Delivery

(a) In the event of Infonote being unable to deliver or supply any Goods which are the subject of this contract for any reason other than those specifically excluded herein, Infonote's liability in respect of any loss incurred by the Client shall be limited to the difference if any of the cost to the Client (in the cheapest available market) of replacement Goods.

(b) If the Client fails to take delivery of the Goods or fails to give Infonote adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to Infonote, Infonote may, at its absolute discretion: (i) store the Goods until actual delivery and charge the Client for reasonable costs (including insurance) of storage; or (ii) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Client for the excess over the price under the Contract or charge the Client for any shortfall below the price under the Contract.

B9. Payment

(a) Payment by the Client shall be due within the payment period set out in Infonote's quotation or subsequent acknowledgement of order. Any discount specified by Infonote shall apply only where the payment is made and received within the aforesaid period. If no payment period is set out in these documents, payment shall be due immediately. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

(b) If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Infonote, Infonote shall be entitled to: (i) cancel the contract or suspend any further deliveries to the Client; (ii) appropriate any payment made by the Client to such of the Goods or Services (or the Goods or Services supplied under any other contract between the Client and Infonote) as Infonote may think fit (notwithstanding any purported appropriation by the Client); and (iii) charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full is made.

All payments shall be made in full without set-off, counterclaim or deduction (unless required by law). Infonote may recover all reasonable costs incurred in collecting overdue amounts, including legal and debt recovery costs. Where any invoice remains unpaid after the due date, Infonote may suspend delivery of Goods and/or performance of Services and/or access to any software or SaaS services until all overdue amounts (including interest) are paid in full.

B10. Description and Data

(a) Infonote reserves the right (where it is the manufacturer) to alter or change the design of the Goods.

(b) Infonote shall endeavour to ensure the accuracy of technical data literature and catalogues relating to the Goods but Infonote (so far as permitted by law) shall not be liable to the Client its employees agents or any other third party in contract tort or otherwise for any damages including loss of profits and goodwill or injury arising directly or indirectly from any error or omissions in such technical data literature and catalogues.

(c) Any information or specifications provided to or divulged to the Client shall be treated as confidential and shall not without the written consent of Infonote be divulged to any third party for any purpose other than the execution of any contract with Infonote.

(d) Infonote shall treat as confidential any information provided by the Client which is designated as confidential or which by its nature is confidential, provided that this shall not extend to any information rightfully in its possession prior to negotiating any contract.

B11. Warranty

The following expressions shall apply in this Clause:

• Goods of which Infonote is not the original manufacturer ("Manufactured Goods")
• The installation by Infonote employees or agents of Manufactured Goods and Software ("Installation")

In respect of Manufactured Goods:

(a) Subject to the conditions set out below Infonote warrants that: (i) the Goods will correspond with their specification at the time of delivery and the Client shall only be entitled to the benefits of any such warranty or guarantee by the manufacturer to Infonote and Infonote agrees to assign to the Client (insofar as it is able) the benefit of any warranty granted to Infonote by the manufacturer of the Manufactured Goods; (ii) the installation will be undertaken with reasonable skill and care.

(b) The above warranties are given by Infonote subject to the following conditions: (i) Infonote accepts no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Client. (ii) Infonote accepts no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Infonote's instruction (whether oral or in writing), misuse or alteration or repair of the Goods without Infonote's prior written approval.

In respect of the provision of Services:

(c) Infonote shall act as agent only to the Client. Although Infonote will make every attempt to develop systems to the Clients instructions, Infonote does not warrant the performance or accuracy of any such systems and accepts no liability for damage or loss which arises as a consequence of the operation of the systems or the performance of associated software or hardware.

In respect of Software:

(d) By agreeing to purchase Goods comprising software the Client agrees to comply with the terms of the licence supplied with Infonote's software products.

In respect of all Goods and Services:

(e) Infonote shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods or Services has not been paid by the due date for payment.

(f) Any claim by the Client which is based on any defect in the quality or condition of the Goods or Services or their failure to correspond with specification shall (whether or not delivery is refused by the Client) be notified to Infonote in writing within 14 days from the date of delivery or installation (whichever is later) and where the defect or failure was not apparent on reasonable inspection (a latent defect), within 14 days after discovery of the defect or failure. If delivery is not refused and the Client does not notify Infonote accordingly, the Client shall not be bound with the contract.

(g) Where any valid claim in respect of any of the Goods or Services which is based on any defect in the quality or condition of the Goods or Services or their failure to meet specification is notified to Infonote in accordance with these conditions Infonote shall be entitled to replace the Services or Goods (or the part in question) free of charge or at Infonote's sole discretion, refund to the Client the price of the Goods or Services (or a proportionate part of the price), but Infonote shall have no further liability to the Client.

(h) Except in respect of death or personal injury caused by Infonote's negligence, Infonote shall not be liable to the Client by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of Infonote, its employees or Agents or otherwise which arise out of or in connection with the supply of the Goods or Services or their use or resale by the Client, except as expressly provided in these Conditions.

(i) Infonote shall not be liable to the Client or be deemed to be in breach of the contract by reason of any delay in performing or where any failure was due to any cause beyond Infonote's control, without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Infonote's reasonable control: (i) act of god, explosion, flood, tempest, fire or accident, pandemic or epidemic, cyber incident or failure of hosting/cloud service providers; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition; (iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) strikes, lockouts or other industrial actions or trade disputes (whether involving employees or Infonote or a third party); (vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery; (vii) power failure or breakdown in machinery; (viii) subject as expressly provided in these conditions, all warranties, conditions or other terms in respect of the Goods or the installation implied by statute or common law are excluded to the fullest extent permitted by law.

B12. Patent Rights

The sale of the Goods and the publication or any information or technical data relating thereto does not imply freedom from patent, registered design or other industrial property rights in respect of any particular application of the Goods.

B13. Returned Goods

If Infonote agrees to accept returns other than defective Goods under the warranty contained in clause B11 they must be returned at the Client's expense in original condition and if tested by Infonote will be subject to a minimum charge of 30% of invoice price together with VAT thereon if applicable.

B14. Insolvency of the Client

(a) This clause applies if: (i) the client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or (ii) an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Client; or (iii) the Client makes ceases, or threatens to cease, to carry on business; or (iv) Infonote reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.

(b) If this clause applies then, without prejudice to any other right or remedy available to Infonote, Infonote shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

B15. Law

Any question relating to any quotation or any contract subject to these Conditions or agreed amendment of these Conditions shall be determined in all respects by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.

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Section C: Software and Licensing

C1. Licensed, not sold

All software supplied by Infonote, whether on-premise, delivered by download, or accessed as SaaS, is licensed and not sold.

C2. Precedence

Use of software is governed by the applicable licence agreement and/or Appendix A (SaaS Schedule). If there is any conflict, the licence agreement and/or Appendix A shall take precedence over these Terms, and these Terms shall take precedence over any Client terms.

C3. Restrictions

Except as expressly permitted, the Client shall not copy, modify, reverse engineer, decompile, disassemble, or distribute any software, nor permit any third party to do so.

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Appendix A: SaaS Schedule

A1. Scope

This Schedule applies where Infonote provides software hosted and accessed remotely ("SaaS").

A2. Grant of Access

Subject to payment, Infonote grants the Client a non-exclusive, non-transferable right for authorised users to access and use the SaaS during the subscription term.

A3. Availability and Maintenance

Infonote will use reasonable skill and care to provide the SaaS. The SaaS may be unavailable from time to time for planned maintenance, upgrades, emergency work or events beyond Infonote's reasonable control.

A4. Client Responsibilities

The Client is responsible for (i) the acts and omissions of its users, (ii) maintaining secure credentials, (iii) ensuring data uploaded is lawful and accurate, and (iv) ensuring its systems and connectivity are adequate.

A5. Data and Use

Client data remains the Client's property. Infonote may process Client data to provide and support the SaaS and may use aggregated and anonymised data for analytics and service improvement.

A6. Suspension

Infonote may suspend access for non-payment, security risk, unlawful use, or material breach.

A7. Termination and Exit

On termination or expiry, access will cease. Subject to the Client's compliance with its payment obligations, Infonote will make Client data available for export for up to 30 days after termination, after which it may be deleted unless legally required to retain it.

A8. Liability

SaaS services are subject to the limitations and exclusions of liability set out in Section B.

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Appendix B: Data Processing Agreement (Fallback)

B1. Purpose and Scope

This Data Processing Agreement ("DPA") applies where Infonote processes Personal Data on behalf of the Client and no separate data processing agreement has been executed between the parties.

B2. Roles

The Client is the Controller and Infonote is the Processor for the purposes of UK GDPR and the Data Protection Act 2018 (and any replacement or equivalent legislation).

B3. Processing Instructions

Infonote shall process Personal Data only on documented instructions from the Client (including as set out in the Contract and this DPA), unless required to do otherwise by law.

B4. Confidentiality

Infonote shall ensure that persons authorised to process Personal Data are bound by confidentiality obligations.

B5. Security

Infonote shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

B6. Sub-processors

The Client authorises Infonote to use sub-processors provided Infonote enters into written agreements with sub-processors imposing data protection obligations substantially similar to this DPA. A list of sub-processors will be provided on request.

B7. Data Subject Rights Assistance

Infonote shall provide reasonable assistance (taking into account the nature of the processing) to enable the Client to respond to requests to exercise data subject rights.

B8. Personal Data Breach

Infonote shall notify the Client without undue delay after becoming aware of a Personal Data breach affecting the Personal Data processed under the Contract and shall provide reasonable cooperation and assistance.

B9. Return or Deletion

On termination of the Services, Infonote shall, at the Client's option and subject to Appendix A (Exit), delete or return Personal Data unless required by law to retain it.

B10. Precedence

This DPA is a fallback only. If the parties enter into a separate DPA, that separate DPA shall take precedence to the extent of any conflict.

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Section D: General

D1. Confidentiality

Each party shall keep confidential information confidential and shall not disclose it to any third party except as required for performance of the Contract or by law.

D2. Governing Law and Jurisdiction

These Terms and any disputes or claims arising out of or in connection with them shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

D3. Entire Agreement

These Terms constitute the entire agreement between the parties relating to their subject matter and supersede all prior discussions, correspondence, arrangements or agreements.

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