Terms of Business for Software Services
Levsys is pleased to set out the Terms of Business, which will apply to the work we do for you ('the Customer'). These Terms of Business together with the Booking Form (once signed by both parties) form the contact ('the Contract') between us. In the event of any term or condition in these Terms of Business conflicting with a term or condition in the Booking Form then the latter will prevail. Please note that any project proposal sent to the Customer does not form part of the Contract and shall not in any way supersede, alter or vary the Contract between Levsys and the Customer. If at any time the Customer has any questions in connection with any part of the Contract or Levsys's work please let Levsys know.
Levsys has agreed to design and write certain software Programs to meet the Customer's requirements and to provide certain services upon the terms and conditions of these Terms of Business.
1 Definitions
1.1 In these Terms of Business the following expressions bear the following meanings unless the context otherwise requires:
'Levsys' shall mean Levsys of 52 Norman Road, Whitstable, Kent, CT5 4QL, who are identified as responsible for carrying out the Software Services and shall include Levsys's personal representatives, successors and assigns.
'Customer' shall mean the person, firm or company for whom the Software Services is to be provided and shall include the Customer's legal personal representatives, successors and assigns.
'Charges' mean the Charges to be levied by Levsys in respect of the Contract Works in accordance with clause 11 below.
'Completion Date' means the date specified in the Booking Form (as the same may be revised in accordance with these Terms ofBusiness) by which completion of the Contract Works is to be achieved.
'Contract Works' means the works to be undertaken by Levsys pursuant to the Contract.
'Customer Requirement' means the written statement prepared by or on behalf of the Customer and set out in the Booking Formindicating the business or other application(s) to be computerised and the functional and performance criteria that the programs must meet.
'Detailed Specification' means the written specification of the Programs containing, interalia, the information set out in the Booking Form to be prepared in accordance with clause 2 below and as the same may be altered from time to time pursuant to clause 6 below.
'Equipment' means the computer system(s)that the Customer specifies identified in the Booking Form.
'Limit of Liability' shall mean that sum so named in the Contract or the sum to be ascertained from the rates and prices contained in the Contract together with any additions there to or deductions there from agreed in writing under the Contract.
'Programs' means the software Programs to be designed and written by Levsys pursuant to the Contract whether a complete Program or code to modify a third party program.
'Representative' means either of the representatives to be nominated respectively by Levsys and the Customer in accordance with clause 5 below.
'Site' means the address for the delivery and installation of the Programs and Program Documentation specified by the Customer and set out in the Booking Form.
'Levsys Project Manager' shall mean the person for the time being or from time to time duly appointed by Levsys and notified in writing to the Customer to act as Levsys's representative for the purpose of the Contract.
'Staff' means the persons identified in the Booking Form including any replacements made by Levsys pursuant to clause 5 below.
'Supply' shall mean the supply of Software Services or good's specified in the quotation or order.
'Software Services' shall mean work of a professional nature to be provided by Levsys to the Customer under this contract and shall include, but not be limited to, feasibility studies, hardware and software evaluation and selection, systems analysis and design, programming and testing, installation, implementation, delivery, documentation, ongoing support and consultancy.
2 Scope
2.1 Levsys agrees to supply and the customer agrees to acquire the Software Services on a fixed price basis as laid out in the Contract.
2.2 The Software Services to be provided are as agreed between the Customer and Levsys as defined in the Contract. Particulars, together with any additions, deletions and changes agreed to in writing during the course of this Contract. Until such time as any addition, deletion or change is agreed in writing, Levsys will, unless otherwise agreed, continue working on the Contract as if such a change has not been requested.
2.3 Levsys charges shall not exceed the Limit of Liability plus reasonable travelling, subsistence and accommodation expenses properly incurred by Levsys during the performance of this Contract.
2.4 Levsys accepts no responsibility for hardware or software provided by the Customer for a Levsys representative to work upon. It is the Customer's responsibility to ensure that the hardware and software has been installed and configured correctly for the purpose of the Requirement or Deliverable, unless installation and configuration of the items in question is an inherent function of the Requirement or Deliverable.
2.5 When it is an inherent function of the Requirement / Deliverable to install and configure hardware and software supplied by the Customer, Levsys cannot accept any responsibility for the quality and performance of the items in question. For such items Warranties and Service Agreements must exist directly between the Customer and the supplier.
2.6 If the Customer requests that Levsys's representative(s) deals directly with a 3rd party supplier due to a Warranty or Service issue or if the activities of the representative are delayed as a result of problems with the items in question, all such time will be deemed as chargeable beyond any price previously quoted.
3 Levsys's responsibilities
3.1 In consideration of the payment by the Customer of the charges to be levied by Levsys in accordance with clause 11 below and subject to the Terms of Business Levsys hereby undertakes:
3.1.1 To perform the Software Services in a timely, professional and workman like manner. Software development is a complex activity and Levsys does not warrant that any software that it develops will be free from all defects;
3.1.2 To design and write the Programs for use with the Equipment;
3.1.3 To design and write the Program documentation for use in association with the Programs;
3.1.4 To use its best endeavours to achieve Completion of the Contract Works by the Completion Date.
4 Customer responsibilities
4.1 The Customer agrees to provide free of charge for each employee of Levsys engaged in work on the Customer's Site a suitable place of work, necessary supplies and amenities comparable to those provided for the Customer's staff of similar status, including access to telephone and fax, as Levsys shall reasonably require to perform the Contract Works.
4.2 The Customer shall provide all information and materials reasonably required to enable Levsys to provide the Software Services and perform the Contract Works. The Customer warrants that all information disclosed or to be disclosed to Levsys is true, accurate and not misleading in any material respect.
4.3 The Customer shall ensure that its Representative is available to provide such assistance as Levsys reasonably requires to enable Levsys to perform the Contract Works.
4.4 The Customer agrees to pay the Charges as set out in clause 11 below.
4.5 The Customer accepts responsibility for ensuring any text or image (either electronic or printed) provided to Levsys, does not infringe copyright or any other laws.
4.6 The Customer accepts that if the use of any text or images provided by the Customer results in Levsys infringing copyright or any other laws, the Customer will be legally liable to pay any fees, fines or other costs associated with their use and publication.
5 Contract supervision
5.1 With effect from the date of the Contract Levsys and the Customer shall each nominate a Representative who shall be authorised to make decisions relating to the Contract Works who shall be responsible for:
5.1.1 Organising meetings at which they shall review the progress of the Contract Works;
5.1.2 Providing (subject to the provisions in respect of confidentiality set out in clause 13 below) all information and documentation reasonably required by Levsys or the Customer (as the case may be) for the performance of its duties hereunder.
5.2 Each party shall inform the other of any change in the identity of its Representative during the course of the Contract.
5.3 The day-to-day management of this Contract shall be the responsibility of the Levsys Project Manager who will use reasonable endeavours to complete the agreed Software Services within the agreed Limit of Liability. If at any time Levsys considers that the Software Services cannot be completed within the Limit of Liability or by the agreed Completion Date, then Levsys shall immediately inform the Customer and explain the circumstances. The Customer may then either request Levsys to stop work at the end of the following day or agree appropriate changes to the Contract.
6 Amendments and Variations
6.1 The Customer shall be entitled at any time up to four [4] weeks (or such time as may be agreed by the parties) prior to the Completion Date to request in writing to Levsys to modify the design of the Programs.
6.2 The Customer shall provide Levsys with full particulars of any requested modifications and such further information as Levsys shall reasonably require.
6.3 Within seven [7] days (or such time as may be agreed by the parties) of receipt of a request pursuant to clause 6.1 above Levsys shall inform the Customer in writing whether such modifications is technically feasible and shall inform the Customer of the alterations to the Completion Date that it shall reasonably judge necessary to make as a result of such request.
6.4 If the Customer elects to proceed with the modifications within two[2] days (or such time as may be agreed by the parties) of receipt of the proposed alterations to the Completion Date then the Completion Date shall be amended in the manner indicated by Levsys pursuant to clause 6.2 above.
6.5 Levsys shall be entitled to levy charges in request of the request as if the same formed part of the Contract Works and where consideration of the request has caused a delay in the implementation of the Contract Works Levsys shall be entitled to make such extension to the Completion Date as it shall reasonably judge necessary.
7 Termination
7.1 The Contract may be terminated:
7.1.1 forthwith by Levsys if the Customer fails to pay any sum here under within thirty[30] days of the due date therefore;
7.1.2 forthwith by either party if the other commits any material breach of any term of this Terms of Business (other than one falling within 7.1.1. above) and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty [30] days of a written request to remedy the same;
7.1.3 forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
7.1.4 forthwith by either party by giving one month's written notice.
7.1.5 forthwith by either party without notice in the event that the other party commits a substantial breach of any of its provisions or fails to cure any other breach within 28 days of receiving written notice from the other specifying the breach.
7.1.6 forewith by either party without notice in the event that the other party becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or resolves to go into voluntary liquidation (other than for the purpose of bonifide amalgamation or reconstruction).
7.2 If Levsys terminates the Contract under clauses 7.1.1, 7.1.2, 7.1.3, 7.1.4, 7.1.5 the Customer will be liable to Levsys for the reasonable costs incurred by Levsys as a result of the termination including but not limited to costs relating to sub-contractors or relocation.
7.3 Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
7.4 Upon termination of the Contract any outstanding Charges shall remain due and payable in accordance with clause 11.
7.5 Upon termination of the Contract each party will return to the other any property of the other that it then has in its possession or control.
7.6 Cancellation of bookings must be made by the Customer only if presented in writing and will be subject to the following charges:
7.6.1 Between one month's notice and 10 working days prior to the commencement of the booking - No charge
7.6.2 Between 10-5 working days of the commencement of the booking - Charge equal to fifty percent (50%) of the total price stated upon the booking form
7.6.3 Within five working days of the commencement of the booking - Charge equal to the full amount of the total price stated upon the booking form
7.7 Notification of cancellation shall be delivered personally, sent by e-mail, sent by fax or sent by first class post. Notice is deemed to have been served, as follows:
7.7.1 Personally delivered, sent by e-mail or sent by fax: at the time of delivery save that if it is served after 5pm it is deemed to have been served at 9am the next Working Day.
7.7.2 If posted: one Working Day after the envelope containing it is delivered into the custody of the postal authorities.
7.8 No cancellation is effective unless it is made by the Customer in writing and until it is received and acknowledged by Levsys at its main office. It is the responsibility of the Customer to ensure that any written notice of cancellation has been received by Levsys.
8 Preparation and approval of the Detailed Specification
8.1 Unless specifically provided for in the Detailed Specification then any aspect of the Program or Program Documentation which is open to interpretation (including but without prejudice to the generality of the foregoing any aspect of the Program that is technical procedural practical mechanical visual aesthetic or design related) will be interpreted by Levsys as they see fit and the Customer agrees to accept Levsys's interpretation. Should the Customer then request any further modification of the Program, Program Documentation or Detailed Specification then they will use the procedure in clause 6.
9 Writing of the Programs and Program Documentation
9.1 Forthwith upon the approval (deemed or express) by the Customer (or Levsys as is required) of the Detailed Specification pursuant to clause 6 Levsys shall commence the writing of the Programs and the Program Documentation upon the basis of and in compliance with the Detailed Specification.
9.2 Levsys shall use all reasonable endeavours to complete the said writing by the Completion Date set out in the Contract or as soon thereafter as is possible.
9.3 Depending upon the type of Program Documentation specified, it may not be possible for its delivery to take place at the same time as the associated Programs. Technical documentation will require the Program to have been in operation for some time before all aspects to be covered in the documentation can be assessed.
10 Delivery and installation
10.1 Levsys shall use all reasonable endeavours to deliver the Programs and Program Documentation to the Site and install the Programs on the Equipment by the Completion Date or as soon thereafter as is possible.
11 Charges
11.1 Levsys terms of payment are strictly cash or other payment agreed in writing and payment is to be made in the following manner, unless Levsys otherwise agrees:
11.1.1 All payments are to be made in UK Pounds Sterling.
11.1.2 The Customer is to pay a non-refundable deposit of up to 50% with a signed Purchase Order (based on the total cost of the order value). No work shall commence until the agreed deposit payment is received from the Customer.
11.1.3 The balance of the total cost is to be paid by the Customer within 30 days of the software's completion. Failure to effect payment when due will enact the rights set out in clause 11.2 below, without prejudice to any other remedy which Levsys may have.
11.2 Levsys reserves the right to charge interest on overdue balances at the rate of 3.5% above the NatWest Bank base rate, calculated from the date of invoice to the date of payment. Levsys reserves the right to change this percentage in its absolute discretion.
11.3 A claim or counterclaim shall not justify the Customer withholding payment.
11.4 Title in all goods & services supplied by Levsys shall rest with Levsys until Levsys has received full payment.
11.5 Levsys reserves the right to raise an invoice for Software Services available for supply on the agreed Completion Date should Levsys not be permitted to carry out the agreed work as a result of the Customer not being in a position to accept delivery. The invoice thus raised will be payable on the agreed order terms as if the work had been carried out on the Completion Date.
11.6 Legal and beneficial ownership of the goods shall remain with Levsys until payment has been made in full.
12 VAT
12.1 Save in so far as otherwise expressly provided all amounts stated in the Contract are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefore.
13 Confidentiality and non-competition
13.1 Each of Levsys and the Customer hereby undertakes to the other to:
13.1.1 Keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of the Contract (the 'Information');
13.1.2 Not without the other's written consent to disclose the Information in whole or in part to any other person save those of its employees and the representative involved in the implementation of the Contract Works and who have a need to know the same; and
13.1.3 To use the Information solely in connection with the implementation of the Contract Works and not for its own or the benefit of any third party.
13.2 The provisions of clause 13.1 shall not apply to the whole or any part of the Information to the extent that it is:
13.2.1 Trivial or obvious;
13.2.2 Already in the other's possession other than as a result of a breach of this clause; or in the public domain.
13.3 For the purposes of the Customer's undertaking under clause 13.1 above the Information shall be deemed to include all information (written or oral) concerning the Detailed Specification.
13.4 Each of Levsys and the Customer hereby undertakes to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of the Information and the provisions of this clause 13 and without prejudice to the generality of the foregoing to take all such steps as shall from time to time be necessary to ensure compliance by its employees agents and sub-contractors with the provisions of this clause 13.
13.5 The provisions of clause 13.4 above shall not apply to the Customer if the Contract is terminated by the Customer pursuant to any one of the events of insolvency set out in clause 7.1.3 above.
14 Indemnity
14.1 The Customer shall be responsible for and hereby agrees to indemnify Levsys and hold Levsys has in any way infringed and intellectual property right or any kind of U K or international legislation or regulations.
14.2 The Customer hereby agrees to stand liable for and to indemnify Levsys against any costs brought about by this action, defending any litigation or regulation.
14.3 The Customer also hereby agrees to stand liable for and to indemnify Levsys against any costs brought about by this action, defending any litigation brought and paying costs, damages, awards, fees (including reasonable legal fees) and judgements finally awarded against Levsys and shall provide Levsys with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims at the Customers sole expense.
14.4 The Customer hereby agrees to indemnify Levsys against any claim (including all loss, costs, actions, proceedings, claims, damages, expenses and legal costs), brought resulting from use of the service improperly by the Customer including but not limited to the improper uses set out in clause 14 hereof.
14.5 Without prejudice to the foregoing the Customer shall be responsible for and shall indemnify Levsys against all damages (including any claim for breach of trademark, patent or registered design and undue wear and tear to any goods materials or equipment of Levsys) costs, claims, demands, and expenses of whatever kind and under any and every head of legal liability whether for financial loss, for personal injuries, damages to property or damages otherwise suffered by or made upon Levsys by reason of any breach by the customers by the Customer of any of the conditions hereof or any act, default or omission arising out of the performance if any contracted with the Customer by Levsys (other that the wilful act or default of Levsys).
14.6 The termination of our Contract with any Customer shall not affect the provisions of this clause 14, which shall continue thereafter.
15 Intellectual property rights
15.1 The copyright and all other intellectual property rights and confidential information in the Detailed Specification, the Programs and Program Documentation shall vest in Levsys until clause 15.2 becomes active.
15.2 Forthwith upon Levsys acknowledging receipt of the Customer's signed work acceptance sheet for the Contract Works Levsys in consideration of the payment by the Customer of the Charges hereby assigns to the Customer the copyright and all other intellectual property rights and confidential information in the Detailed Specification, Program and Program Documentation relating to that Contract Work excluding the source code.
15.3 Upon the assignment provided in clause 15.2 Levsys shall within a reasonable time deliver to the Customer the Program together with all relevant supporting documentation.
16 Intellectual property rights indemnity
16.1 Levsys shall indemnify and hold harmless the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Programs and/or Program Documentation by the Customer during the currency of the Contract and prior to the assignment pursuant to clause 15 above infringes the patent copyright registered design or trade mark rights of said third party (an 'Intellectual Property infringement') provided that the Customer:
16.1.1 Gives notice to Levsys of any Intellectual Property Infringement forthwith upon becoming aware of the same;
16.1.2 Gives Levsys the sole conduct of the defence to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of Levsys; and
16.1.3 Acts in accordance with the reasonable instructions of Levsys and gives to Levsys such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all statements of case and other court process and the provision of all relevant documents.
16.2 Levsys shall reimburse the Customer its reasonable costs incurred in complying with the provisions of clause 16.1 above.
16.3 Levsys shall have no liability to the Customer in respect of an Intellectual Property Infringement if the same results from any unauthorised alteration modification or adjustment to the Programs or Program Documentation without the prior written consent of Levsys.
16.4 In the event of an Intellectual Property Infringement Levsys shall forthwith make without charge to the Customer such alterations modifications or adjustments to the Programs and Program Documentation as shall be necessary to make them non-infringing.
17 Samples of work
17.1 Where samples of Levsys's work are shown to the Customer these are intended as a guide to the work Levsys is able to produce and no terms, conditions or warranties will be implied into any individual agreement as a result of the demonstration of such samples of work.
18 Patents, designs, copyright, drawings, literature and graphics
18.1 Unless otherwise specified Levsys reserves the right to full ownership or copyright of all inventions designs, drawings, graphics, specifications, plans or processes produced or evolved during or as a result of work carried out during the supply.
18.2 The property and copyright in all documents, drawings, plans, photographs, illustrations and other printed matter and of graphic images prepared and submitted to Levsys will remain with Levsys except where such documents or graphic images are supplied by the Customer.
18.3 Levsys will not provide for sale to any third party such documents or graphic images as aforesaid nor use any part of them for the benefit of any third party without the Customer's written consent.
18.4 Levsys does not accept liability for any errors or omissions and reserves the right to change drawings and/or specifications without notice.
19 Company's lien
19.1 Levsys shall have a general as well as a particular lien on all goods materials or any other property of the Customer which shall be in possession of Levsys in respect of any unpaid account of the Customer (whether or not in relation to the goods materials or other property of the Customer) and such lien shall extend to such goods materials or property in the possession of any agent or sub-contractor of Levsys or directly or indirectly under the control or disposition of Levsys its agents or sub-contractors.
19.2 Levsys shall have the right to sell in the United Kingdom or abroad any of the goods materials or property concerned by public auction or otherwise to pay or retain the costs and expenses of maintaining and exercising such liens as are given to Levsys hereunder. Levsys shall not owe a duty of care to the Customer in respect of such sale.
20 Limitations of liability
20.1 While Levsys makes reasonable endeavours to carry out its obligations, Levsys shall not be liable in contract tort or under head of legal liability for any damages, costs, claims, expenses or interest arising out of the performance or alleged non performance of any contract entered into by Levsys in particular (without limiting the foregoing) Levsys shall not save where otherwise required by law or ordered by the court accept any liability for: -
20.1.1 Consequential loss or damage of any kind unless the type of loss or damage was specifically drawn to the attention of Levsys at the date of contract.
20.1.2 Any loss or damage caused by the conduct or neglect of the Customer.
20.1.3 Any inherent or latent defect in any goods or materials which Levsys could not readily have discovered or rectified.
20.1.4 Any act neglect or default due directly or indirectly wholly or partially to any act or thing outside the control of Levsys.
20.1.5 Loss or damage due to delay on the part of Levsys or its servants or agents.
20.1.6 Statements or information supplied in specifications and drawings referred to in the quotation, which shall be for guidance only.
20.1.7 Any claim for an amount in excess of £1,000.
20.2 Save as aforesaid and save as required by laws all conditions warranties or other terms whether express of implied statutory or otherwise are hereby expressly excluded.
20.3 Not withstanding the foregoing where goods are supplied by Levsys to the Customer, Levsys accepts liability in the following but no other circumstances: -
20.3.1 Where the goods supplied are proved to Levsys's satisfaction to be defective solely due to the faulty design, workmanship or materials provided that such defects arise within three months from the date of supply, after three months there will be a charge, payable to Levsys.
20.4 Under no circumstances will either party be held liable for any consequential loss.
21 Assignment
21.1 Neither party shall be entitled to assign the Contract nor all or any of their rights and obligations hereunder without the prior written consent of the other.
22 Sub-contracting
22.1 Levsys shall not be entitled to sub-contract the whole of its obligations hereunder without the prior written consent of the Customer.
22.2 Levsys reserve the right to employ agents and sub-contractors when providing any part of the Services or the Contract Works. Any reference to the Staff in the Contract includes agents and sub-contractor staff.
22.3 Where the Customer requests Levsys to contract the services of a sub-contractor specified by the Customer, the Customer accepts responsibility for the work to be performed by such sub-contractor.
22.4 Levsys's agreement to programme and integrate the work to be performed by such sub-contractor for the purposes of the Contract is on the basis that Levsys will not be responsible or liable to the Customer or to any other person for the work performed by, and all acts, omissions, defaults and neglects of such sub-contractor. In the above circumstances the Customer will be responsible and liable for, and will indemnify Levsys against and from, any liability which Levsys may incur to any person and against all claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by Levsys, directly or indirectly as a result of or in connection with the work performed by any such sub-contractor.
23 Headings
23.1 Headings to clauses in these Terms of Business are for the purpose of information and identification only and shall not affect the construction or interpretation of the Terms of Business.
24 Force Majeure
24.1 Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond reasonable control including but not limited to terrorist activity strikes (of its own or other employees) wars, insurrection or riots, acts of God, fires, malicious acts of damage, failure of electricity supply, or Government authority.
24.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
24.3 If a default due to an Event of Force Majeure shall continue for more than twenty-six [26] weeks then the party in default shall be entitled to terminate the Contract. Neither party shall have any liability to the other in respect of the termination of the Contract as a result of an Event of Force Majeure.
25 Acceptance of Terms of Business
25.1 The Customer acknowledges that it has read and understood and accepts these Terms of Business.
25.2 Levsys reserves the right to amend its Terms of Business from time to time on giving the Customer 28 day's written notice or its amended Terms of Business.
