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Terms & Conditions of Purchase

KEYPOINT TECHNOLOGIES (UK) LIMITED
CONDITIONS OF PURCHASE

Definitions and interpretation
In these Conditions, the following words and expressions shall have the following meanings unless the context otherwise requires:-

“Customer” means you, the purchaser of the Software from us;

“Conditions” the conditions set out herein;

“Contract” the contract(s) for the provision of the Software between us and the Customer and acceptance thereof in terms of Clause 2;

“Software” the software which we made available to you to purchase via our Website;

“Orders” orders for Software placed via the Website;

“Price(s)” the price as detailed on the Website;

“Software” our Adaptxt software for predictive text typing in the use of word processed documents;

“us” means us, KeyPoint Technologies (UK) Limited, a company incorporated under the Companies Acts (Company Number SC269107) and having its registered office at Suite 0/14, Innovation Centre, 1 Ainslie Road, Hillington, Glasgow, G52 4RU (“our” and “we” being construed accordingly);

“website” the website on which these Conditions are located, namely http://www.adaptxt.com and
“you” the Customer (“your” being construed accordingly).

References to Clauses shall mean the clauses of these Conditions and headings and punctuation are for ease of reference only and shall not affect interpretation. Any reference to the singular shall include the plural and vice versa.

Acceptance of conditions
The provision of the Software is subject to these Conditions together with any other conditions which we may, from time to time, stipulate.

These Conditions shall constitute the whole agreement between you and us Without prejudice to Clause 2.2 above, in the event of any conflict between these Conditions and the conditions in any communications from you whether upon initial acceptance of these Conditions or at any time thereafter, these Conditions shall prevail.

Price
You must pay by credit or debit card at the time of your Order. You undertake that all the details you provide to us for the purpose of purchasing the Software will be correct. You also undertake that the credit or debit card which you use is your own (or if someone else’s, that you have his/her express permission to use it). If you are using a corporate credit or debit card, you undertake that you are duly authorised to use it. In addition, you undertake that there are sufficient funds or credit facilities to cover the cost of your Order.

The price of any Software is the price in force at the date and time of your Order. We may change the price of the Software before you place an order. We try to ensure that prices displayed on our Website are accurate at all times.

Delivery
The Software will be deemed delivered at the time of download of the Software by you from the Website. By downloading the Software you are accepting to be bound by these terms and conditions.

Scope of work
We shall use our reasonable endeavours to supply the Software.

Each Order submitted by you to us, constitutes an offer by you to purchase the Software specified in the Order and is subject to these Conditions. [If we accept your Order, we will confirm acceptance to you by e-mail to the e-mail address you give us when you place your Order. Until a confirmation of the Order is issued by us, we will be under no obligation to you and no Contract will be deemed to have been formed. To avoid doubt, we shall be entitled to refuse any Order placed by you.

You shall be liable for obtaining all third party consents which we require in order to provide the Software, including without limitation consents relative to imports, intellectual property rights and rights of access.

Return of software
You shall inspect the Software (if any) upon delivery to you and notify us by e-mail in the event of any defect arising in relation to the Software. If no such notification is received within 7 days of such delivery, the Software shall be deemed to be complete, in good order and condition and in every way satisfactory to you.

Subject to Clause 7, you will not be entitled to use the Software (notwithstanding the downloading of the Software), until payment is made in full of all sums (including interest and charges) due from you to us whether under this Agreement or otherwise.

Refund policy
We are confident about the integrity and quality of our Software but in the event that you are not satisfied then please contact us on the address set out at out our Website below. We will endeavour to provide refunds for Software that does not work in accordance with our product description, subject to you being in a position to confirm proof of purchase and payment.

The following terms shall apply to any refunds: -
Refunds will only be given by us where the Software has been purchased directly from us via the Website. In the event that you have purchased a KeyPoint Technologies product from a third party seller, you should contact the seller directly to let them know you would like to return the Software.

Refunds will only be given in the event that we are able to replicate the problem/ error;

Refunds will be made directly to the credit and/or debit card from which payment was received;

Refunds must be claimed by you within 30 days of installation, download or purchase of the product (whichever is the earlier); and

Refunds can only be given in the event that the product is faulty. Refunds will not be available for purchases made in error by you (for example where the purchase is made for the wrong device, operating system, failure to insert the correct promotional code).

Intellectual property
You acknowledge and agree that any and all intellectual property rights in the Software supplied hereunder and any and all intellectual property, including but not limited to intellectual property, created, developed, subsisting or used by us in performance of the Contract (to avoid any doubt including any copyright in any software) (the “Intellectual Property”) shall vest in or (as the case may be) remain the exclusive property of us or such third party as we shall designate and nothing in these Conditions confers any right on you in this respect. You hereby warrant that you will not use, copy, alter or modify the Software for any purpose other than as expressly permitted by us. Where the Software is manufactured to your design or specification, you warrant that such design or specification does not infringe the right of any third party.

Warranties
We warrant to use our reasonable endeavours to supply the Software with reasonable skill and care.
We shall use our reasonable endeavours to meet the delivery date(s)/performance timescale as detailed in the Website but no warranty is given in this regard.

We do not make and hereby disclaim any express or implied warranty regarding the Software and/or the Intellectual Property (other than those set out in Clause 8) insofar as it is competent to do so, including with limitation any warranty of merchantability or fitness for any particular purpose of any of the Software notwithstanding that such purpose may have been known or become known.

Liability
No liability will attach to us for any delay or failure in the performance by us of any of our obligations under the Contract if such delay or failure is due to causes beyond our reasonable control (including without limitation any adverse weather conditions) or to the delay or failure on the part of any third party.

Subject to the other provisions hereof and except insofar as our liability may not be excluded or limited by law, you acknowledge and agree that our entire liability hereunder shall be limited to the total consideration actually received by us pursuant to this Contract, which you acknowledge and agree is reasonable in all the circumstances. If you require additional protection, you acknowledge and agree that you shall be responsible for obtaining appropriate insurance cover.

Notwithstanding the generality of Clause 9, we expressly exclude liability for any consequential loss or damage (whether for loss of profits or otherwise).

We shall be entitled to set off any and all sums due by us to you under this Contract against any and all sums due by you to us whether under this Contract or otherwise).

We shall have no liability for any representation, statement, claim or assurance made or given in relation to the Software prior to this Contract being entered into.

Cancellation
Should the Contract be cancelled by you, we reserve the right to charge you the amount of any loss (including loss of profit), costs, charges and expenses incurred by us as a result of the cancellation. In the event of a delay in or suspension of the performance of the Contract by your instructions or lack of instructions, we shall have the right at our sole option to increase the Price(s) to cover the same and you shall be liable to us for any extra expense thereby incurred by us.

Termination
Without prejudice to the remainder of these Conditions, the Contract (and any licence granted hereunder) may be terminated forthwith by us by notice in writing to you if (i) you fail to make payment of any sums due to us in terms of the Contract within 14 days of the due date (without prejudice to any other rights or remedies available to us); (ii) you commit a material breach of any of your obligations under the Contract which is not capable of remedy; (iii) you commit a material breach of any of your obligations under the contract which is capable of remedy and such a breach is not remedied within 30 days of being specifically require so to do by us; (iv) there is a persistent breach by you of any term of the Contract, being the repeat of any breach which we have previously notified in writing to you; (v) any encumbrancer takes possession of, or an administrator, an administrative receiver, a receiver, a trustee, a liquidator or other similar official is appointed over the whole or any material part of your undertaking, property or assets or any of your holding companies from time to time; (vi) there is a presentation of a petition for the passing of an effective resolution for your winding up, otherwise than for the purpose of reconstruction or amalgamation which insolvency which has previously been approved in writing by us; or (vii) you are subject to a change of control as such term is defined in Section 840 of the Income and Corporation Taxes Act 1988 as amended from time to time.

If any of the events outlined in Clause 12.1 above occur, we shall be entitled to terminate any and all other contracts with you then outstanding.

Termination of the Contract shall not affect the rights and remedies accrued by the parties as at the date of such termination or any rights or obligations which due to the nature thereof are intended to survive termination.

Force majeure
Neither party will be liable to perform obligations under this Contract (with the exception of payment of monies due) if it becomes unable to do so as a result of any of the following, whether happening in the United Kingdom or elsewhere:
force majeure;
act of God;
refusal of licence or other governmental act;
fire, explosion, accident, industrial dispute, computer breakdown, inability to obtain materials or anything beyond the party’s control.

Notices
Any notice required under the Contract may be delivered personally or sent by first class recorded delivery post or airmail or transmitted by facsimile transmission in each case to the registered office or business address of the party to whom the notice is addressed and any such notice shall be deemed to have been validly served if sent by post on the expiry of forty eight hours of the time of posting and if delivered personally or transmitted by facsimile transmission at the time of delivery or transmission provided that any such telex or facsimile transmission is confirmed by letter sent within twenty four hours of transmission.

General
Any failure or neglect by us to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of our rights hereunder nor in any way affect the validity of the whole or any part of the Contract nor prejudice our right to take subsequent action.

You shall not assign or sub-contract any of your rights or duties under the Contract without our prior written approval. We shall be entitled to assign or otherwise transfer the benefit and/or burden of the Contract without restriction.

The Contract shall be governed and construed in accordance with the Laws of Scotland and you shall submit to the non-exclusive jurisdiction of the Scottish Courts in all matters relating to the subject matter of the Contract.

 

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