Explanatory Note - Software

Clockwork Software Systems do not make contractual offers to provide functionality in return for a fixed payement. Clockwork Software Systems may agree to work for a daily rate on the provision of this functionality, but the time ultimately required may vary from the original estimate. During the provision of software development services Clockwork Software Systems will always inform clients immediately if it becomes apparent that the amount of time required will differ significantly from that estimated (see #1).

Explanatory Note - Wording

In these General Terms and Conditions the word 'work' is used  to signify any software or other work and artifacts that are the subject of a specific Customer purchase order, the word 'Customer' is used to signify the individual, company or other organsiation placing the purchase order for the work specified. the word 'Clockwork' is used to signify Clockwork Software Systems,  the word 'GPL' is used to signify GNU General Public License.

General Terms and Conditions

1. The work shall be carried out in accordance with a formal specification and timetable provided by the Customer and agreed to by Clockwork and any modifications to that specification and timetable must be agreed to by both Clockwork Software Systems and by the Customer through a previously agreed review process.
2. Where stage payments for the work have been agreed and where the Customer fails to make those stage payments when due Clockwork shall have the right to suspend any activity on the work and the Customer shall understand that this may have an effect on any agreed  timetable without any liability to Clockwork.
3. Until full and final payment as agreed between Clockwork and the Customer has been made the work shall remain the property of Clockwork and may be disposed of at the discretion of Clockwork.
4. The Customer shall carry out any in-house testing necessary to confirm that the work meets the agreed specification prior to accepting the work (see #5) and shall formally advise Clockwork of any failures to meet the agreed specification (see #6).
5. Work which meets the agreed specification shall be formally accepted by the Customer through the mechanism that has been agreed between the Customer and Clockwork.
6. Clockwork shall be responsible for correcting any work which fails to meet the agreed specification (see #4).
7. The work carried out by Clockwork shall be warranted for six calendar months after completion except where specific exceptions are made by Clockwork.
8. Ongoing support for the work outside the warranty (see #7) shall be dependent  on a formal support  agreement being in place between Clockwork and the Customer.
9. It shall be the responsibility of the Customer to ensure that the proper licences for any proprietary software used by the Customer are in place (Clockwork may at their discretion offer advice on such licences but are under no legal obligation to do so and shall have no liability in law should the proper licences not be in place).
10. Any software developed by Clockwork shall be licenced under the GPL unless agreed otherwise by both Clockwork and the Customer. A copy of the GPL may be accessed on the website www.gnu.org.