1. Scope

1.1 This document defines the terms and conditions under which you (the CUSTOMER) agree to trade with Caribbean Systems Inc. and its representative consultants (the SUPPLIER).

1.2 It covers all dealings between the SUPPLIER and the CUSTOMER.

2. Definitions

2.1 "SUPPLIER". Caribbean Systems Inc. whose registered office is: 2711 Centerville Road, Suite 400, Wilmington, DE 19808, USA, and whose registered number is 2245365, and any consultant or employee operating on behalf of Caribbean Systems Inc.

2.2 "CUSTOMER". In the case of provisioning of SERVICES and/or PRODUCTS for private use, is the individual whose signature appears on any binding CONTRACT of SALE or AGREEMENT. In the case of provisioning of SERVICES and/or PRODUCTS to business or Government department, the "CUSTOMER" is that business or Government department on whose behalf the CONTRACT of SALE or AGREEMENT is made, regardless of the signature appearing on the CONTRACT of SALE or AGREEMENT.

2.3 "AGREEMENT". A document signed by both the SUPPLIER and CUSTOMER to agree an exchange of SERVICES and/or PRODUCTS for money or other renumeration means.

2.4 "CONTRACT of SALE". A document provided by the SUPPLIER and accepted by the CUSTOMER, with a SUPPLIER signature and with or without a CUSTOMER signature present, that details the conditions relating to the sale of SERVICES and/or PRODUCTS.

2.5 "SERVICES", "SERVICE". Any service provided to the CUSTOMER by the SUPPLIER, including but not limited to all telephone, facsimile, data and all supplementary services.

2.6 "PRODUCTS", "PRODUCT". Goods provided to the CUSTOMER from the SUPPLIER, whether the SUPPLIER purchases the goods on behalf of the CUSTOMER or directly from the SUPPLIER, whether intellectual or physical

2.7 "LICENSOR". The SUPPLIER.

2.8 "LICENSEE". The CUSTOMER.

2.9 "SOFTWARE". Application files, executable files, resource files, script, code and source code, provided either as a single entity or as part of a package, to the CUSTOMER by the SUPPLIER. This definition is regardless of the use and application of the software. Software applications built or written by a third party, provided to the CUSTOMER by the SUPPLIER are deemed as PRODUCTS. The term SOFTWARE only applies to application files, executable files, resource files, script, code and source code created and owned by the SUPPLIER.

3. Website

3.1 Copyright. All content (other than that which belongs to another company) may be reproduced free of charge in any format or medium for research, private study or for internal circulation within an organisation only. This is subject to the material being reproduced accurately and not used in a misleading context or used inappropriately.

3.2 Logos and graphics. The copying and use of any of our logos or part of our logos is not permitted without prior approval of the SUPPLIER. Permission requests should be directed to the Billing and Management Office (available from our website). Tell us who you are, the organisation you represent (if any), how and why you wish to use our logo. Please include your contact details, including name, address, telephone number, fax number and e-mail.

3.3 Cookies. Cookies are pieces of data that are often created when you visit a web site and are stored in the cookie directory of your own computer. The SUPPLIER website uses cookies to record your website preferences only, and they do not contain any personal information and are only activated if the user chooses it. Our cookies do not create a record on the SUPPLIER website or its computers and thus they do not contain any personal information about you, nor can they be used to identify individual users.

3.4 Virus protection. The SUPPLIER makes every effort to check and test material at all stages of production. It is always wise for users to run an anti virus program on all material downloaded from the Internet. The SUPPLIER cannot accept any responsibility for any loss, disruption or damage to your data or your computer system which may occur whilst using material from the SUPPLIER website.

3.5 Privacy Statement.

3.51 If you send an enquiry by email to either a specific contact or a general enquiry address identified on the SUPPLIER website, we will only use your personal details obtained from your enquiry to respond to your query or improve the site. In some instances, it may not be possible for the SUPPLIER to provide the information requested directly. In such circumstances we may pass your enquiry to another related company so that they can fulfil your information request, and in doing so we will inform you via email.
3.52 If you agree to receive marketing material from us, we will use the information you give us to provide the information about our current promotions, deals and pricing. We do not give your personal information to any other companies, and we will only send you information relating to our SERVICES and/or PRODUCTS. If you inform us that you wish to be removed from our mailing list, we will remove you from our mailing list immediately and you shall no longer receive marketing communication from us.

3.6 Documents. All files and documents that are provided for download from the SUPPLIER website are subject to the copyright section 3.1 above.

4. Products

4.1 Acceptance of delivery of PRODUCTS shall be deemed as an agreement to these terms and conditions. No document issued by you attempting to negate or otherwise modify the terms hereof, including any purchase order or request for proposal, shall be binding upon the SUPPLIER. Instead the foregoing terms and conditions, including any special terms and conditions set forth separately by written agreement shall exclusively govern the sale of PRODUCTS to you by the SUPPLIER.

4.2 The SUPPLIER ships PRODUCTS in accordance with the specifics of your purchase order. If, after delivery and inspection, you determine that the PRODUCTS do not conform to your specifications and are therefore unacceptable, please notify us immediately. The SUPPLIER will either replace the rejected PRODUCTS, or issue a credit therefore, at our option, as the exclusive remedy.

4.3 THIS SHALL BE THE EXCLUSIVE WARRANTY OF THE SUPPLIER. THE SUPPLIER DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF A PATENT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT.

4.3 Except as aforementioned, the SUPPLIER will not be liable for any causes of action or damages, including any special, indirect or consequential damages, arising out of the performance or the provision of PRODUCTS, or for consequential economic damages, or consequential damages to property, including damage arising from acts or negligence on the part of the SUPPLIER, its consultants or employees. In purchasing PRODUCTS from the SUPPLIER, you expressly release and discharge the SUPPLIER from all such causes of action or damages.

4.4 NOT WITHSTANDING ANY ORAL OR WRITTEN INFORMATION, OPINIONS, EVALUATIONS, CATALOG DESCRIPTIONS OR CONSULTATIONS OF ANY KIND FURNISHED BY THE SUPPLIER, THE CUSTOMER SPECIFICALLY AGREES THAT IT IS THE CUSTOMER'S SOLE RESPONSIBILITY TO SELECT AND EVALUATE THE CORRECT PRODUCTS FOR USE IN CUSTOMER'S APPLICATIONS.

4.5 The CUSTOMER acknowledges that exposure of PRODUCTS to other materials, chemicals, sterilization, climatic, environment or temperature extremes may cause changes in the materials from which the PRODUCTS are manufactured and that such changes may make the PRODUCTS unsuitable for use in the CUSTOMER's applications.

4.6 The CUSTOMER assumes all liability and responsibility for the selection and use of the PRODUCTS by the CUSTOMER and by any third party that purchases or receives the PRODUCTS (or PRODUCTS incorporating the PRODUCTS) from the CUSTOMER or its transferees, and that the SUPPLIER is not and shall not be liable or responsible in any way for any such selection or use.

4.7 The CUSTOMER agrees to use any PRODUCTS purchased from the SUPPLIER in a safe manner, and in accordance with the applicable governmental rules and regulations.

4.8 Claims for shortage or damaged PRODUCTS must be made within 10 days of receipt.

4.9 Returned PRODUCTS requires prior written authorization, and must be in the original packaging and sealed cartons.

4.10 PRODUCTS supplied by the SUPPLIER are hereby warranted by the SUPPLIER for 60 days after receipt of delivery, and subject to the sub-clauses within clause 4, will be issued a replacement PRODUCT of similar use and value.

4.10 PRODUCTS less than 30 days old will be issued 100% credit, PRODUCTS between 30 and 60 days old will be issued 75% credit.

4.11 No cash refunds will be given.

5. Services

5.1 Acceptance of provision of SERVICES shall be deemed as an agreement to these terms and conditions. No document issued by you attempting to negate or otherwise modify the terms hereof, including any purchase order or request for proposal, shall be binding upon the SUPPLIER. Instead the foregoing terms and conditions, including any special terms and conditions set forth separately by written agreement shall exclusively govern the provision of SERVICES to you by the SUPPLIER.

5.2 The SUPPLIER provides SERVICES in accordance with the specifics of your purchase order. If, after delivery and inspection, you determine that the SERVICES do not conform to your specifications and are therefore unacceptable, please notify us immediately. The SUPPLIER will either replace the rejected SERVICES, or issue a credit therefore, at our option, as the exclusive remedy.

5.3 THIS SHALL BE THE EXCLUSIVE WARRANTY OF THE SUPPLIER. THE SUPPLIER DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTIABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF A PATENT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT.

5.4 Except as aforementioned, the SUPPLIER will not be liable for any causes of action or damages, including any special, indirect or consequential damages, arising out of the performance or the provision of SERVICES, or for consequential economic damages, or consequential damages to property, including damage arising from acts or negligence on the part of the SUPPLIER, its consultants or employees. In purchasing SERVICES from the SUPPLIER, you expressly release and discharge the SUPPLIER from all such causes of action or damages.

5.5 NOT WITHSTANDING ANY ORAL OR WRITTEN INFORMATION, OPINIONS, EVALUATIONS, CATALOG DESCRIPTIONS OR CONSULTATIONS OF ANY KIND FURNISHED BY THE SUPPLIER, THE CUSTOMER SPECIFICALLY AGREES THAT IT IS THE CUSTOMER'S SOLE RESPONSIBILITY TO SELECT AND EVALUATE THE CORRECT SERVICES FOR USE IN CUSTOMER'S APPLICATIONS.

5.6 The CUSTOMER assumes all liability and responsibility for the selection and use of the SERVICES by the CUSTOMER and by any third party that purchases or receives the SERVICES (or SERVICES incorporating the SERVICES) from the CUSTOMER or its transferees, and that the SUPPLIER is not and shall not be liable or responsible in any way for any such selection or use.

5.7 Where the SERVICE provided is our graphic design service (electronic or printed material), we reserve the right to include a reference to that design in our portfolio for the sole purposes of demonstrating our design ability.

5.8 The CUSTOMER agrees to use any SERVICES purchased from the SUPPLIER in a safe manner, and in accordance with the applicable governmental rules and regulations.

5.9 Claims for shortage or unacceptable SERVICES must be made within 10 days of acceptance.

5.10 SERVICES supplied by the SUPPLIER are hereby warranted by the SUPPLIER for the term of the AGREEMENT.

5.11 No cash refunds will be given, except where the SUPPLIER accepts liability, and is at the SUPPLIER'S discretion.

6. Software

6.1 Licence grant. LICENSOR hereby grants to LICENSEE, and LICENSEE hereby accepts, subject to the terms and conditions set forth in this agreement, a non-exclusive license to use SOFTWARE as set forth in this agreement. The term "LICENCE" as used in this agreement shall mean and include:

6.11 The right to make a reasonable number of backup copies of SOFTWARE.
6.12 The right to modify and use any example HTML files and source code provided with the SOFTWARE.
6.13 The right to install the SOFTWARE only on the number of computers defined by the LICENCE number on the purchase order, AGREEMENT or CONTRACT of SALE.

6.2 Acceptance. In accepting the LICENCE granted by LICENSOR, LICENSEE agrees that it shall:

6.21 Not transfer or allow the transfer of copies of SOFTWARE except as permitted in clause 6.3.
6.22 Not attempt to disassemble or reverse-engineer SOFTWARE.
6.23 Not disclose to any third party information about the SOFTWARE, including its design, implementation, source code, API definitions, file formats, documentation, or calling conventions.
6.24 Not loan or rent SOFTWARE to a third party.

6.3 Transfer. The SOFTWARE is licensed to a single organization or individual. The SOFTWARE may be transferred together with this agreement provided the transferee agrees to the terms and conditions of this agreement. The name and address of the transferee must be reported in writing to LICENSOR. When the SOFTWARE and LICENCE are transferred, all copies, upgrades, prior versions, and documentation must be either transferred or destroyed. Transferring the SOFTWARE terminates this LICENCE agreement with the original LICENSEE.

6.4 Term of agreement. The term of this agreement shall commence at the time LICENSEE receives the SOFTWARE and shall continue in effect indefinitely unless terminated as provided below.

6.5 Termination of agreement. The LICENSEE may terminate this agreement at any time by destroying all copies of SOFTWARE. In the event of a material default by the LICENSEE or the LICENSEE's agent or representative, of any provision of this agreement, the LICENSOR may terminate this agreement upon thirty (30) days written notice, except that the LICENSEE shall have thirty (30) days of receipt of notice of termination to rectify the default. Upon termination of the agreement, the LICENSEE shall either destroy all licensed copies of SOFTWARE, and all backups, or return them to LICENSOR. This obligation shall survive the termination of this agreement.

6.6 Copyright and proprietary information.

6.61 LICENSEE acknowledges that SOFTWARE and all supporting documentation constitute valuable property of LICENSOR and that all title and ownership rights in SOFTWARE and related materials remain exclusively with LICENSOR.
6.62 LICENSOR reserves all rights with respect to SOFTWARE under all applicable laws for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks, and patents.
6.63 Except as otherwise provided in this agreement, LICENSEE shall not cause or permit unauthorized copying, reproduction, or disclosure of any portion of the SOFTWARE or supporting documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of LICENSOR. This restriction shall continue to bind LICENSEE and its agents and representatives beyond the termination of this agreement.

6.7 Indemnification. The LICENSOR shall indemnify and hold the LICENSEE harmless from loss, damage, or liability for direct infringement of any patent or copyright with respect to the SOFTWARE, provided that the SOFTWARE has not been modified and provided the LICENSOR is promptly notified by the LICENSEE in writing of any infringement and is permitted to defend, compromise or settle such suit or claim, and provided the LICENSEE gives to the LICENSOR such available information, assistance and authority as the LICENSOR deems necessary to the defense of such suit or claim. Should the use of the SOFTWARE be enjoined, or in the event that the LICENSOR desires to minimize its liabilities hereunder, the LICENSOR shall have the right, at its sole option and expense to:

6.71 Procure for the LICENSEE the right to continue the use of the SOFTWARE; or,
6.72 Replace the SOFTWARE with a non-infringing product; or,
6.73 Modify the SOFTWARE so that it becomes non-infringing; or,
6.74 Refund to the LICENSEE the purchase price paid, if any, by the LICENSEE for the SOFTWARE.

6.8 Disclaimer of warranty. THE SOFTWARE IS SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY.

THE SOFTWARE IS SOLD WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. BECAUSE OF THE DIVERSITY OF CONDITIONS AND HARDWARE UNDER WHICH THE SOFTWARE MAY BE USED, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. THE USER IS ADVISED TO TEST THE SOFTWARE THOROUGHLY BEFORE RELYING ON IT. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE SOFTWARE. ANY LIABILITY OF THE SUPPLIER WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF THE PURCHASE PRICE.

7. Payment

7.1 Payment for PRODUCTS will be due on receipt of delivery, except where an agreement has been made otherwise.

7.2 A deposit of 30% of the total invoice value will be due before SERVICE work will commence, except where agreed otherwise. The remainder of the monies owed will be due on completion of the SERVICE work.

7.3 All payments will only be accepted as such once they have cleared, and are available as physical funds.

7.4 Where an invoice has been issued that requires payment after delivery of PRODUCTS and/or SERVICES, payment will be due 30 days after the invoice date. An interest charge of 1.5% will be added to the CUSTOMER account each 30 days that the payment is late.

7.5 All PRODUCTS and SERVICES remain the sole property of the SUPPLIER until payment is made in full.

7.6 If one or more payments are over 30 days late, actions will be taken to retrieve the PRODUCTS from the CUSTOMER and/or SERVICES will be disabled or removed. An administration fee of $100/€75 will be due to reverse these actions, once the payment including any interest owed has been realised.

8. Support

8.1 Where a contract for providing a support service has been agreed between the CUSTOMER and SUPPLIER, that specifies a guaranteed response time, the SUPPLIER will provide a consultant or representative on site before the number of hours specified in the agreement has passed. This number of hours will be taken from the time that it was agreed either verbally or via data communications, that the SUPPLIER would attend the CUSTOMER site.

8.2 If the guarantee specified in clause 8.1 above is not met by the SUPPLIER, and the CUSTOMER has done nothing to obstruct the SUPPLIER from obtaining access or authorisation to the CUSTOMER site, and the CUSTOMER has provided to the SUPPLIER the correct information for accessing the site, then the SERVICE provided for that instance will be provided free of charge or cost. This is limited to 4 billable hours on the CUSTOMER's site.

8.3 If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes, civil commotion or accident, the SUPPLIER shall notify the CUSTOMER and the SUPPLIER’s obligations under these Terms shall be suspended until the SUPPLIER notifies the CUSTOMER of the end of such event of Force Majeure.