INTEREBACS LTD Terms & Conditions
‘DIRECT DEBIT MANAGEMENT SYSTEM’ LICENCE Number
THIS DOCUMENT IS AN AGREEMENT BETWEEN YOU, THE USER and INTERBACS LTD whose registered office is at Warren Bruce Court, Warren Bruce Road, Trafford Park, Manchester, M17 1LB (hereinafter called “INTERBACS”) BY ALLOWING ‘DIRECT DEBIT MANAGEMENT SYSTEM’ (DDMS) SOFTWARE AND ANY ASSOCIATED HARDWARE TO BE INSTALLED ON YOUR COMPUTER YOU ARE ACKNOWLEDGING THE SAID AGREEMENT, AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND THAT THE TERMS OF THIS AGREEMENT OVERRIDE ANY CONDITIONS WHICH MAY BE DEFINED IN ANY PURCHASE ORDER OR OTHER INSTRUCTIONS ISSUED BY YOU. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT YOU SHOULD NOT ALLOW INSTALLATION OR IF INSTALLATION HAS BEEN COMPLETED THEN YOU SHOULD DELETE THE SOFTWARE PROGRAM FROM YOUR COMPUTER AND RETURN ALL OTHER COPIES WITH ANY HARDWARE TO INTERBACS LTD.
WHEREAS INTERBACS who have developed a computer software program known as ‘DDMS’ (Direct Debit Management System) and the User wishes to obtain a licence to use such program upon the terms of this Agreement.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1.1 In this Agreement the following expressions shall bear the following meanings:-
1.1.1 “Authorised Copies” means copies of the Licensed Program made by the User in accordance with Sub-clause 2.3 below;
1.1.2 “Effective Date” means the date upon which this Agreement takes effect in accordance with Sub-clause 2.2 be below;
1.1.3 “Licensed Program” means the software program known as ‘DDMS’ [Direct Debit Management System] installed and resident on the licensee’s computer and shall include any and all enhancements, subsequent releases and replacements which may be provided to the User by INTERBACS under the Maintenance contract or otherwise
1.1.4 “Maintenance Contract” means a maintenance contract between INTERBACS and the User issued by INTERBACS. Where the maintenance Contract is between the User and a third party provider, the User needs to refer to the third parties Maintenance Contract.
1.1.5 “Manual” means the User Manual prepared by INTERBACS for use in connection with the Licensed Program;
1.1.6 “User’s Computer” means a single computer system operated by the User upon which the User is permitted to use the Licensed Program.
2.GRANT OF LICENCE
2.1 INTERBACS hereby grants to the user a non-exclusive and non-transferable right to use the Licensed Program in machine readable form on the User’s Computer only and otherwise upon the terms of this Agreement only.
2.2 Subject to the provisions of Clause 9 below the licence hereby granted shall commence and become effective upon the date of installation of the Licensed Program.
2.3 The User may make up to 3 copies of, the part of the Licensed Program, which is installed, and resident on the licensee’s computer, in machine readable form only (“Authorised Copies”) for the purposes only of providing back-up on site and/or in a security store and entering the Licensed Program in the program library within the User’s Computer. In any other event or reason the user must obtain an additional licence from INTERBACS.
2.4 The user shall ensure that each of the Authorized Copies includes the INTERBACS’s copyright notice in the form and manner appearing in the Licensed Program.
2.5 The User shall not use the Licensed Program or any copies thereof on any equipment other than the User’s Computer unless expressly permitted in writing by INTERBACS save for the use of the Authorised Copies on a backup computer operated on the same site as the User’s Computer for a temporary period in the event of a malfunction of the User’s Computer. A separate licence must be obtained from INTERBACS for the use of the Licensed Program or any copies thereof (whether Authorised Copies or other copies) on any other equipment.
3.1 INTERBACS shall use all reasonable endeavors to effect delivery of the Licensed Program on the Effective Date. The date in question will be agreed by both parties but may exceed the initially agreed timescale due to development and customer liaison issues.
3.2 Prices charged by INTERBACS are specified ex works INTERBACS Manchester, INTERBACS shall as agent for the User and at the sole expense of User arrange carriage insurance and freight of the Licensed Program to such address as may be specified by User. Risk in the Licensed Program shall pass on delivery of the Licensed Program ex works INTERBACS.
4.PRICES AND PAYMENT
Interbacs is a UK based company and as such, all charges and payments will be taken in GBP. Recurring payments will be taken in GBP as and when agreed to by both parties after going into contract.
4.1 The prices payable by the User for the Licence hereby granted and the Maintenance Contract are set out by invoice
4.2 Such prices, are exclusive of value added tax and any other sales tax customs or other duties which may be levied in connection with this Agreement for the licensing or use of the Licensed Program. The user shall be responsible for payment (and reimbursement to INTERBACS when appropriate) of all such taxes and duties.
4.3 Payment of all sums due by the user shall be made to INTERBACS in full in Pounds Sterling within 21 days of the date of INTERBACS’s invoice.
4.4 Without prejudice to the other rights of INTERBACS in connection with late payment in the event that any sum payable by the User to INTERBACS shall not have been paid in full on or before the due date;
4.5 the user shall pay interest at the rate of 4% over the base rate for the time being of HSBC plc such interest to accrue on daily basis from the due date to the date of payment and to be compounded monthly; and
4.6 INTERBACS shall be entitled forthwith by notice in writing to terminate the License hereby granted.
5.1 INTERBACS undertakes to offer to the user for a period of 12 months, or, as specified in the Maintenance Contract, from the Effective Date a maintenance service for the Licensed Program in accordance with the terms of the Maintenance Contract. The user may accept such offer by entering into the Maintenance Contract and paying to INTERBACS the charges specified therein.
5.2 In the event that no Maintenance Contract is entered into, INTERBACS shall not be obliged to maintain or support the Licensed Program in any manner whatsoever after the expiry of the warranty period referred to in Clause 8.
6.OWNERSHIP AND CONFIDENTIALITY
6.1 The user acknowledges and agrees that title to and ownership of the Licensed Program, the Authorised Copies and the Manual and all intellectual property rights therein (including copyright and rights in the nature of copyright) world-wide shall vest in and remain vested in INTERBACS.
6.2 INTERBACS represents that the Licensed Program and the Manual are confidential to and constitute valuable commercial assets of INTERBACS. The User undertakes that it shall and undertakes to procure that its employees and agents shall keep the Licensed Program, the Authorised Copies and the Manual confidential and shall not disclose the same to any third party save if and to the extent that any part of the Licensed Program or the Manual shall enter into the public domain otherwise than by reason of the breach of any obligation of confidentiality in respect thereof.
6.3 The User undertakes that it shall not and undertakes to procure that its employees or agents shall not at any time;
6.4 assign, transfer, sub-license, rent, lease, distribute or otherwise dispose of the Licensed Program, the Authorised Copies or the Manual or permit any third party to obtain possession thereof; or
6.5 reverse assemble, reverse compile, translate, convert into human readable form or (save as provided in Clause 2.3) make copies of all or any part of the Licensed Program, the Authorised Copies, the Manual;
6.6 For the avoidance of doubt it is declared and agreed that INTERBACS shall have no responsibility or liability whatsoever in respect of the Licensed Program in the event that it is modified or adapted by the User in any manner whatsoever and INTERBACS’s Warranty under Sub-clause 8 below and its obligation to provide services under the maintenance Agreement shall not apply thereto.
7.PATENT AND COPYRIGHT PROTECTION
7.1 INTERBACS will indemnify the User and keep the User fully and effectively indemnified against all costs claims demands expenses and liabilities of whatsoever nature arising out of or in conjunction with any claim that use or possession of the Licensed Program by the user infringes the intellectual property rights (including without limitation any patent copyright registered design or trademark) of any third party provided that:-
7.1.1 any use of the Licensed Program by the user is fully in accordance with its specification and the Licensed program shall not have been amended or adapted by the user in any manner whatsoever; and
7.1.2 any such claim is in respect of the use by the user of a current unaltered release of the Licensed Program and does not arise by reason of the use or combination of the Licensed Program with programs or data not supplied by INTERBACS for such use or combination; and
7.1.3 the user shall notify INTERBACS immediately upon becoming aware of any such claim or alleged claim or any circumstances which may give rise to any such claim; and
7.1.4 INTERBACS shall have the sole conduct of any negotiations or proceedings concerning any such claim or the settlement thereof and the User shall not make any admission in respect of any such claim.
7.2 INTERBACS’s sole liability to the user under or in respect of the matters referred to in Clause 7 shall be limited to the amount of the fee paid to INTERBACS hereunder for use of the Licensed Program and the provisions of the Clause 7 state the entire liability of INTERBACS in connection with the infringement of the intellectual property rights of any third party by the Licensed Program or any part thereof.
8.1 INTERBACS warrants that as at the Effective Date and for a period of 60 days thereafter the Licensed Program will perform fully in accordance with the specification contained in the Manual. In the event that INTERBACS is notified by the user of any failure of the Licensed Program to perform in accordance with such warranty INTERBACS shall replace the Licensed Program free of charge. Should the licensee show that the replacement program fails then the licence fee will be reimbursed and the license revoked.
8.2 The warranty contained in Clause 8.1 is given in place of and excludes all other warranties and conditions (whether express or implied by common law statute or otherwise) relating to the supply of the Licensed Program. INTERBACS hereby expressly excludes any representation, warranty or condition that the Licensed Program will meet the user’s performance requirements or operate in accordance with the User’s expectations whether or not such requirements and exceptions have been notified to INTERBACS. The User accepts responsibility for selection of the Licensed Program its use and the results to be obtained from the same.
8.3 The total liability of INTERBACS for any loss or damage which may arise or be incurred in connection with the use of the Licensed Program the manual or any of the services provided hereunder by the user (whether in contract in tort (including negligence) under any warranty or otherwise), shall not in any circumstances exceed £100,000.
8.4 Under no circumstances whatsoever shall INTERBACS be liable for any special, indirect, incidental or consequential loss or damage, including but not limited to loss of anticipated income or profits, or loss resulting from business interruptions.
8.5 Nothing in this Agreement shall be interpreted as placing any limitation upon the liability of either party to a third person for death or personal injury caused by that party.
8.6 The Company’s maximum aggregate liability for any damage to the tangible property of Customer resulting from the negligence of the Company or its employees, agents or sub-contractors shall not exceed £100,000.
9.1 This Agreement may be terminated forthwith by notice in writing served by either party on the other in the event that;
9.1.1 such other party shall enter into liquidation whether voluntary or compulsory be the subject of any petition for a winding up order or for the appointment of an administrator or shall have a receiver or manager or administrative receiver appointed over any part or all of its assets or shall enter into any arrangement or agreement with its creditors generally or shall otherwise become insolvent within the meaning of Section 123 of the Insolvency Act 1986
9.1.2 such other party shall commit any breach of any term of this Agreement and shall have failed to remedy such breach within 30 days of a notice from the party requesting the remedy:
9.1.3 the User discontinues the use of the Licensed Program
9.1.4 the User shall fail to pay any sum due to INTERBACS under the terms of this agreement within 7 days of the due date of payment
9.2 Upon the termination of this Agreement (howsoever occasioned) the user shall forthwith cease all use of the Licensed Program and shall either return to INTERBACS or destroy all media, manuals and documentation and all authorised Copies and any other copies of the Licensed Program or the manual which may be in its possession or control.
9.3 The provisions of Clauses 6 and 8 above shall survive any termination of this Agreement.
10.1 Neither party shall be liable for any delays in performance of or failure to perform any of its obligations hereunder where such delay or failure is caused by circumstances beyond its reasonable control.
10.2 This Agreement is personal to the User and may not be sold, assigned, transferred, charged or sub-licensed by the User without the prior written consent of INTERBACS.
10.3 This Agreement embodies the entire agreement between the parties relating to the subject matter hereof and is in substitution for and to the exclusion of any and all previous agreements or arrangements between the parties.
10.4 Any and all notices to be given under the Agreement shall be properly served if sent by prepaid post or fax to the relevant address specified on invoice or such other address as may be notified by either party for such purpose.
10.5 This Agreement shall be governed by and construed in accordance with the laws of England and each of the parties hereby submits to the jurisdiction of the English Courts.
10.6 The name of the licensee and license number must correspond with that displayed by the ‘DDMS’ software installed on the licensees’ computer. ‘DDMS’ software – copyright INTERBACS Ltd.
Managed Service TERMS & CONDITIONS
Interbacs Ltd will process all your Direct Debit Collections, New Instructions, and Recharges of Unpaid Items. We will then transfer by BACS the total sum collected minus any returned payments into your nominated bank account. We also offer a communication service whereby we will correspond with your customers using BACS approved letters with regard to the Mandatory Advance Notice, Notice of Change, Recharge of Unpaid Items or Cancelled Instructions etc. This is the principle function of our company and it carries out its services subject to the Rules of the Direct Debit Scheme and the following Terms and Conditions.
1. By submitting an application form you are committing yourself to the signup charge, whereby we will order from BACS an SUN (Service User Number) specifically for your company or organisation.
2. Once the SUN number has been allocated (or we have issued you with a one of our pre-allocated SUN’s), we will despatch a Direct Debit Mandate tailored to your requirements. You will be required to sign an indemnity policy before submitting any instructions to BACS through Interbacs Ltd.
3. Each of your customers must sign up online or complete a Direct Debit Mandate and return it to yourselves before we can collect any monies from their nominated bank account.
4. Once the Mandate has been lodged (either online or by post), you must wait 7 to 10 days before we can debit the customers account. To do this you must submit a payment file to us, in a pre-agreed format. This can be done by email, secure FTP upload or via the Interbacs customer web portal.
5. Where a customer is unable to sign up online or if two signatures are required they can complete a paper mandate. The paper mandate can be downloaded from your site, emailed or posted to the customer. The completed mandate must be forwarded to our offices and will be held in secure storage by us and will be made available should your customer’s bank wish to examine it.
6. Prior to the first collection from any new customer, a mandatory Advance Notice letter must be sent to the payer. This letter must be written in a prescribed format. We will supply you with a template for this purpose. We can print and post these letters or send them via email on your behalf. Alternatively, we can help amend your existing paperwork or make available when customer signs up online.
7. Direct Debit collections will be done on the day or date of your choosing (with the exception of weekends and bank holidays) and your collection batch file must be submitted to us by email at least 4 working days before the “collection day” (i.e. the day on which we will debit your customer’s account). If your file contains new customer details, however, it must be submitted at least 10 working days prior to collection day.
8. Files are normally submitted to BACS on the day they are received. It may be possible to make last minute changes prior to submission but only if they are sent by email. We cannot accept amendments by phone or by mobile text message. Once a file has been submitted by us to BACS however, a recall costs £100.00 and there would be a further charge for resubmission in line with our normal pricelist.
9. If your collection from any given customer is for the same amount on a recurring schedule, we can maintain your collections without requiring any further input from yourself until changes are required to the amount, schedule or bank details.
10. Monies are received into our client account on the day of collection (i.e. on the same day as they are debited to your customer’s account). Unpaid items (bounces) are processed by BACS on the following working day and we will transfer cleared funds by BACS into your nominated account on or after five working days. (Please note: BACS transfers — as opposed to Internet or phone transfers — currently take 3 days, although this is expected to be shortened in the coming months.) If the amount is over £10,000 funds can be transferred by Chaps on the same working day but the incurring charge will be passed on.
11. Any unpaid items can be recharged at a time of your choosing; however your customer must be informed (either by you or by us) at least 5 working days in advance. If you have a good relationship with your customer, it may be possible to recharge sooner, upon receiving the customer’s approval in person. If you wish to use this method, please discuss the procedure with us beforehand.
12. All charges for our standard services will be in line with the current Interbacs Price List and will be invoiced on a monthly basis and collected from your nominated account on or after the 15th of the month. Charges for services not currently listed on our price list will be by negotiation and may differ from client to client. These Terms and Conditions are under constant revision and may change from time to time. We will provide all our clients a new copy of our (updated) Terms and Conditions whenever any significant changes have been introduced.
13. A minimum 12 month contract is agreed to and a one month notice is required if you wish to cancel after the initial 12 months. Interbacs can terminate this contract
1. In consideration of your each accepting instructions from time to time from us, or from our agent or anyone purporting to be our agent, to debit yourselves or the account of your customers with the amounts specified in such instructions.
WE UNDERTAKE TO INDEMNIFY each of you, on your first demand, against any claim made against you as a result, directly or indirectly, of your acting or failing to act on any such instruction.
2. The claims referred to in paragraph 1 above include legal actions, and references to any ombudsman or similar scheme, as well as demands made directly to you. We agree that any of you may accept, reject or compromise any claim without consulting us and without thereby reducing our liability under this indemnity.
3. We acknowledge that the operation of the Direct Debit Scheme as a high volume system does not always allow the checking of every debit against instructions held, and agree that this Indemnity shall apply whether or not any such check has been made, and whether or not any instruction has been received from your customer and remains in force.
4. We similarly agree that you are under no obligation to enquire whether or not any condition or purpose of payment specified in any instruction has been complied with.
5. We agree at all times to comply with the rules of the Direct Debit Scheme as set out in the Originators’ Guide and Rules to the Direct Debit Scheme, as amended from time to time.
6. We shall make payment under this Indemnity on your first demand and without proof of loss within 14 working days of the date of a properly completed claim from you.
6.1 Having paid a claim under this Indemnity, we retain the right to make a repayment claim against you to the extent that any loss was caused by your or your agents’ failure to comply with the requirements of the Direct Debit Scheme set out in the Originator’s Guide and Rules to the Direct Debit Scheme (the Guide) as amended from time to time, and in accordance with the procedures set out in the Guide. (In the Guide, such a repayment claim is called a “Counter Claim”.)
6.2 Any repayment claim shall be made following the procedures set out in the Guide within 14 working days of payment of the claim.
6.3 Following resolution of the repayment claim any sum due to us will be paid within 90 days.
7. This Indemnity is given in addition to any other indemnity already given either by us or by any other person in support of our participation in the Direct Debit Scheme. Should there be a direct conflict between any of the terms of this Indemnity and any earlier one, the term of this Indemnity shall prevail.
8. This Indemnity shall continue to apply notwithstanding any payment made by us, any account stated, or any compromise, waiver, or indulgence made by either you or us in respect of any claim or repayment claim.
9. This Indemnity shall not be affected by any change in name of any of you, or of us, or of any change in the legal status of any of you including any change brought about by merger or amalgamation, in which case it shall apply for the benefit of the merged company, or any successor company.
10. We may terminate this Indemnity at any time by giving notice to our sponsoring bank and to each other financial institution who has accepted the cover it provides, but shall remain liable in respect of any debits that have been originated before such notice is received by each institution.
11. This Indemnity shall be governed by, and interpreted in accordance with, the laws of England.
12. Any legal proceedings against us arising out of this Indemnity may be commenced, at your choice, in either the courts of England (to which we irrevocably and unconditionally submit) or the courts of the country in which we are incorporated or the courts of any country in which we carry on business.
13. We shall promptly inform you of any change in our name or in our legal status, including any change arising by virtue of the operation of the Insolvency Acts 1986 or any other insolvency or similar legislation in the United Kingdom or elsewhere which applies to us, and including any change effected for the purpose of reorganisation.
14. Should we at any time become, or discover we are, legally incapable of giving effect to this Indemnity (either as a whole or partially) we shall notify you forthwith and shall cease to originate Direct Debits, and shall take such other reasonable steps as you may require in order to protect the interests of your customers and the integrity of the Direct Debit Scheme. If as a result of incapacity we are only partially disabled from giving effect to this Indemnity we shall continue to fulfil all our other obligations under it.
15. Any notice required to be given to us in connection with this Indemnity or any claim may (in addition to any other place at which they may properly be served) be delivered to us at our registered office, or at any address at which we carry on business or at the address given below.
Website Terms and Conditions
Your continued use of the Web site constitutes your agreement to all such terms, conditions and notices, and any changes to the Terms and Conditions made by Interbacs.
Use the website at your own risk. This website is provided to you “as is,” without warranty of any kind either express or implied. Neither Interbacs nor its employees, agents, third-party information providers, merchants, licensors or the like warrant that the Web site or its operation will be accurate, reliable, uninterrupted or error-free. No agent or representative has the authority to create any warranty regarding the Web site on behalf of Interbacs. Interbacs reserves the right to change or discontinue at any time any aspect or feature of the Web site.
Exclusion of Liability
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offense.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Except for material in the public domain under United Kingdom copyright law, all material contained on the Web site (including all software, HTML code, Java applets, Active X controls and other code) is protected by United Kingdom and foreign copyright laws. Except as otherwise expressly provided in these terms and conditions, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, transfer, or sell any material contained on the Web site without the prior consent of the copyright owner.
None of the material contained on Interbacs may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without the prior written consent of Interbacs. Violation of this provision may result in severe civil and criminal penalties.
Interbacs Terms and Conditions
If you are Interested in what Interbacs could offer your company or want to know more about our Terms and Conditions then speak to one of our consultants today by calling 08444 127 180 or emailing: Sales@Interbacs.com. Or you can also find additional information and updates on our social media pages, LinkedIn, Youtube, Twitter, Facebook and Google+.