Terms & Conditions of Sale and Service
By purchasing or using our products or services, you are agreeing to the terms set out in this document. These terms form a legally binding agreement between you (the customer) and Reference Point Computers Ltd ("we", "us", "our").
We are a company registered in England under number 2800498.
1. Interpretation
This agreement is governed by the laws of England and Wales. Any term found invalid shall be read to the extent that it is valid, without affecting the enforceability of the rest.
2. Software Licence Terms
You are granted a limited, non-transferable licence to use our software for your internal business use, subject to payment of applicable licence fees.
You do not own the software.
All software and associated intellectual property remain the exclusive property of Reference Point Computers Ltd.
The licence is monthly, and terminates if payment stops. You must then grant us access to deactivate the system.
You must not:
Share, sub-license, rent, or resell the software
Reverse engineer, modify, or attempt to derive source code
Use the software for medical, nuclear, or life-critical applications
Use the software beyond the number of licences purchased
3. Use of Services
You may use our services for lawful, internal business use only. Any unauthorised or third-party use must be approved by us in writing.
We reserve the right to suspend or terminate service if you:
Fail to pay on time
Breach these terms
Misuse the service or engage in unlawful activity
4. Confidentiality
Our software and systems may contain confidential and proprietary information. You agree not to disclose or misuse such information.
5. Limitation of Liability
We take reasonable care to deliver reliable products and services. However:
We are not liable for any indirect or consequential losses, including loss of profit, revenue, goodwill, or business interruption.
Our total aggregate liability in any twelve (12) month period shall not exceed the total fees paid by you to us during that period.
We shall not be liable for losses arising from misuse of the software or services, third-party failures, internet outages, security breaches outside our control, or failure by you to maintain appropriate system security or independent backups.
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, or for any liability which cannot lawfully be excluded.
6. Invoicing & Payments
Invoices are due immediately unless otherwise agreed.
We may apply interest and late payment penalties under the Late Payment of Commercial Debts Act.
Some services require specific payment methods (e.g. Direct Debit). Admin fees may apply if using other methods.
Returned payments or chargebacks will be treated as non-payment.
7. Service Periods and Billing
Most services are billed monthly in advance; some are annual.
Initial charges may cover a part-period plus the next full billing period.
Services renew automatically in accordance with Clause 11 and are subject to the notice requirements set out in Clause 11.
No refunds are issued for unused portions of service periods.
8. Delivery of Goods
Risk passes to you upon dispatch. You may insure goods at your discretion.
Delivery times are estimates and not contractually guaranteed.
Claims for damage or shortages must be made within 24 hours of receipt.
Title in goods remains with us until paid in full.
9. Returns & Faulty Goods
Notify us within 7 days of receiving goods if they are defective or not as described.
Goods must be returned in original condition and packaging.
Faults developing within 1 month will be repaired or replaced at our discretion.
Beyond 1 month, you should contact the manufacturer.
10. Support & Hosted Services
Support is provided during normal office hours. Emergency support may be available outside these hours for critical system issues.
We operate routine system-level backups of hosted systems for operational resilience and disaster recovery purposes. While we take reasonable steps to maintain and secure such backups, restoration of data cannot be guaranteed in all circumstances.
You remain responsible for maintaining appropriate independent backups of critical business data and for verifying the integrity and accuracy of your data on an ongoing basis.
We are not responsible for internet outages, connectivity issues, or failures of third-party services beyond our reasonable control.
Firewalls and appropriate security measures are mandatory for internet-connected systems. You are responsible for maintaining adequate system security within your own environment.
11. Term, Price Review and Termination
11.1 Ongoing Services
All software licences, hosting, and support services are provided on a rolling basis (monthly or annually as invoiced) and continue unless terminated in accordance with this clause.
11.2 Annual Price Review
We reserve the right to review our pricing annually.
Any revised pricing will take effect no sooner than 12 months from the date of your most recent price adjustment and will be communicated in writing with not less than 30 days’ notice.
Continued use of the services following notice of revised pricing shall constitute acceptance of the updated charges.
Notwithstanding the annual review above, we reserve the right to adjust charges at any time where there is a material increase in third-party costs beyond our reasonable control, including but not limited to hosting, infrastructure, software licensing, energy costs, regulatory costs, or taxation.
We will provide reasonable notice of such changes and, where practicable, evidence of the underlying increase.
This annual review does not restrict our ability to charge for additional services, new software modules, increased licence quantities, expanded usage, infrastructure upgrades, bespoke development, or any other services requested outside the scope of the existing agreement.
11.3 Customer Termination Notice
You may terminate ongoing services by providing not less than three (3) months’ written notice.
Notice must be given in writing (email is acceptable) and will take effect from the date received.
You remain responsible for all fees due during the notice period.
11.4 Immediate Termination by Us
We may suspend or terminate services immediately where:
Payment remains outstanding
There is a material breach of these terms
You become insolvent
There is unlawful or abusive use of our services
11.5 Effect of Termination
Upon termination:
All licences cease
Access to hosted systems may be disabled
Outstanding invoices become immediately due
You remain responsible for exporting your data prior to termination
12. Data & Privacy
We act as a data processor when you use our hosted systems and software.
You remain the data controller for any personal data stored or processed via our services.
See our Privacy Policy for details of how we collect and process data.
13. Force Majeure
We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, strikes, or third-party service failures.
14. Changes to Terms
We may update these terms from time to time. The latest version will always be available on our website. Continued use of our services implies acceptance of any changes.
For questions or clarification, please contact us.
Last Updated: 23/02/2026