All contracts for the sale of products or services made by Arumba Systems Ltd (Arumba Systems) are deemed to incorporate these Terms and Conditions of Sale which shall prevail over any other document or communication between the parties unless otherwise agreed in writing. For the purposes of this document the term Software shall include packaged software programs, tools and related documentation, the term Service shall include consultancy, design work, copy writing, graphic art origination, bespoke software development, maintenance, support and related reports and presentations, the term Product shall include all Software, Training and Services, and the term Customer shall include any individual or organisation who has entered into a contract with Arumba Systems for the supply of Product.

Orders must be placed by the issue of a valid purchase order or other written communication properly authorised by the Customer. Arumba Systems reserves the right not to accept any Customer order.

Carriage, post and packing for deliveries is recharged at cost.

Any relevant duties or taxes including VAT will be added to the cost of all sales at the prevailing rate.

Arumba Systems standard payment terms are as follows:
• 50% of Software price is payable with order
• 50% of Software price is payable by 30 days from date of delivery
• 100% of Service price is payable by 30 days from the date of issue of the invoice

If any invoice becomes overdue the Customer's full outstanding balance with Arumba Systems becomes due and payable.
Arumba Systems reserves the right to charge interest on overdue invoices at 4% above the base rate in force calculated on a daily basis. Payment shall be deemed to have been received only when the full amount has been credited to Arumba Systems bank account without recourse.

 Travel and subsistence costs for staff engaged in delivery of Services or Training where it is necessary to work away from Arumba Systems offices shall be recharged at cost unless otherwise agreed in writing.
Time spent travelling shall be considered to be time worked on the delivery of services.

Delivery

1. Any delivery time stated by Arumba Systems for Software shall be treated as an estimate only. Whilst Arumba Systems shall endeavour to dispatch Software on time no liability can be accepted by Arumba Systems for failure to deliver within the estimated dates. Arumba Systems shall not be liable for any loss (including consequential loss or loss of profit) arising either directly or indirectly from any delay in the delivery of the Software howsoever caused.
2. Any shortages or damage of Product must be reported to Arumba Systems within three working days of receipt.
3. The customer shall be obliged to accept the Product when it is presented for delivery by Arumba Systems. In the event that the customer is unable to accept delivery at that time any subsequent consequential expenses such as costs of storage or of redelivery shall be borne by the Customer.
4. Where delivery of Training is made on Customer premises, all responsibility for logistics rests with the Customer. In the event that the training facilities or any required audio/visual aids are unavailable any subsequent consequential expenses for provision
of alternative facilities or audio/visual aids shall be borne by the customer.
5. Where any dependencies on Customer staff or materials are indicated in the Plan for a Service engagement, any expense or cost of additional effort required to meet the contracted delivery schedule consequent on failure to satisfy the dependency will be
borne by the Customer.

Creative artwork and copy shall remain the property of Arumba Systems unless otherwise assigned by agreement.

Software produced by Arumba Systems on behalf of The Customer shall be severally and independently owned unless otherwise agreed in writing. The Customer and Arumba Systems shall be entitled independently to make any use of the Software as the individual property of either party without requiring permission or authority from the other party. Customers are advised that said Software may contain elements subject to one or more public licences such as the GNU General Public License.

No property or title to Product shall pass unless and until the full amount of the value of the invoice has been credited to Arumba Systems bank account without recourse. The Customer shall indemnify Arumba Systems against any loss or damage to the Product
prior to the passing of title therein whilst in the customer's custody. Risk of damage to or loss of Software or Training materials shall pass to the customer at the time of delivery or in the event that the Customer wrongfully fails to take delivery of the Product, at the
time when the company has tendered delivery of the product.

Property and Title

Cancellations are accepted by Arumba Systems up to the time of dispatch of the Software. Where cancellations are accepted by Arumba Systems, Arumba Systems reserves the right to charge the Customer for any administration and handling costs incurred.

Service

Cancellations are accepted with no penalty up to 14 days before commencement of the Service engagement. After that but prior to the agreed start date, a minimum cancellation fee of 10% of the price is payable in the case of a Fixed Price contract. Cancellation subsequent to the agreed start date of a Fixed Price contract renders the contract price payable for the full contract or contract stage as outlined in the tender document, whichever is applicable. Cancellation of a Time and Materials contract with less than 14 days notice renders a cancellation fee equivalent to 5 days effort payable in addition to any time already due to be billed.

All Software is furnished as-is and with all faults and deficiencies. Arumba Systems makes no warranty to the Customer with regard to the Software including but not limited to implied merchantability or fitness for a particular purpose. There are no warranties, obligations or liabilities of Arumba Systems express or implied arising by law or otherwise with respect to any bug, error, omission, defect, deficiency or nonconformity in any Software supplied.

Liability

1. Arumba Systems shall not under any circumstances be liable for any indirect or consequential damages however caused.
2. Arumba Systems liability in respect of any breach or non-performance of any order shall be limited to the refund of the invoice value to which the claim relates.
3. In the event that Arumba Systems is prevented from carrying out its obligations under a contract as a result of any cause beyond its reasonable control, such as, but not limited to, Acts of God, War, Strikes, Flood, Terrorism and Failure of third parties to
deliver goods, Arumba Systems shall be relieved of its obligations and liabilities under such contract of sale for as long as such fulfilment is prevented.

1. If any provision herein is held to be invalid illegal or unenforceable the validity and enforceability of the remaining provisions
shall not in any way be affected or impaired.
2. Waiver by Arumba Systems of any of the terms herein or the granting of time or indulgence by Arumba Systems to the
customer shall in no way affect Arumba Systems rights hereunder.
3. The headings are for clarification and do not form part of the terms and conditions.
4. Any notice or demand to be given hereunder shall be in writing and shall be delivered by hand or by first class post. If posted
any notice shall be deemed to have been delivered 48 hours after posting.
5. The law of England shall apply to these terms and conditions.