SAM Software Terms & Conditions

Terms & Conditions General

All orders are accepted and goods are supplied under the express terms and conditions outlined below. These conditions may only be modified or varied with the written agreement of SAM Software Solutions Ltd.

The company cannot be deemed to accept any other conditions or waive any of these conditions. Even if we simply fail to object to provisions contained in the purchase order or other communication from the buyer.

No individual has the authority on behalf of the company to change any condition, except a company director who must provide the changes in writing. Any changes mus be  signed by a company director or the company secretary. A binding contract will only be established once the company has provided written acceptance of an order.


The “COMPANY” shall mean SAM Software Solutions Limited of 46-48 Alfreton Road Canning Circus Nottingham NG7 3NN.

The term “CLIENT” refers to the party interested in purchasing equipment or software products from the Company. To whom the proposal, quotation, and acceptance are directed.

The term “GOODS” shall mean the software, equipment, parts, or service to be supplied by the Company.


Regardless of any price specified in the Company’s quotation, Purchase Order, or acceptance issued by the Company. Prices charged will be those prevailing at the date of delivery of the goods/service. Any queries regarding invoices from the Company must be raised by the Client within twenty-eight days of the invoice. Otherwise, the parties agree that such invoices are deemed accepted, and any discrepancies are waived.


All goods, custom software or training, are provided on a cash-on-delivery basis unless otherwise agreed in writing by the Company. Credit items, payment terms are strictly net and payable within 28 days from the date of the Company’s invoice. Receipts will not be issued for cheque payments unless specifically requested. 

The Company reserves the right, at its discretion, to apply charges (including interest) on accounts outstanding beyond the specified time. A surcharge of 5% of the value of the goods/service ordered may be imposed if payment remains outstanding for more than 35 days. Interest will be charged at a rate of 2% per month from the due date until payment is received. 

The Company can exercise this right in addition to any other rights it may have regarding non-payment for goods/services. If goods or services are supplied in instalments, each instalment or delivery will be treated as a separate contract. Payment by the due date is essential to the contract.


All contracts are subject to the company’s terms and conditions.  Th company must be satisfied with the buyer’s creditworthiness, without limiting the foregoing. Where the company is not satisfied it may choose to withhold delivery of goods until the buyer provides the purchase payment. All payments must be in a form acceptable to the company, after informing the buyer that the goods/service are ready for delivery. 

Prospective customers interested in opening a credit account are asked to provide two trade references and one banker’s reference. Delivery of goods or service will not be made until a credit account has been confirmed. Unless payment has been received with the order or against the company’s pro-forma invoice.


All specifications, proposals, quotations and any information provided by the company to the client are subject to the company’s terms-and-conditions.  They shall remain the exclusive property of the company and shall not be disclosed by the client to any third party. Not withstanding the company may provide written consent if requested.

All right, title and interest including, but not limited to, copyright and other intellectual property rights in any software. Which  includes but not limited to all VB, VB.NET, C, C++, html, asp, aspx, dll, graphic/image, and text files, are owned by the Company. Such rights are protected by United Kingdom copyright laws, other applicable copyright laws, and international treaty provisions.

The Company retains all rights not expressly granted herein.

You cannot redistribute, sell, decompile, reverse engineer, or disassemble any software or training materials that is provided by the company.  Software, training manuals, user guides, including modified or customised versions, cannot be resold or redistributed. 

 The Company reserves the right to refuse permission to use its software products to any individual or company for any reason, and may do so without notice.

Software Licence

Each copy of any Software supplied by the company must have it’s own license and be registered with the company. In line with the company’s terms and conditions the Client is not permitted to make copies of any such software. Without first purchasing the appropriate additional licenses.  

If a “server” license is purchased for software, the software is considered licensed only when it resides on the licensed server, which must be registered with the Company. Each server license is issued to one (1) physical computer/server. Each server that contains the software, or any portion thereof, must have its own license. Server licenses are not equivalent to individual licences, meaning the software must remain on the licenced server at all times. 


The company shall not be liable for indirect loss or Third Party Claims occasioned by delay in the supply of goods/service or software for any loss to the client arising from delay in transit or late delivery.

Where the goods, service, training or software are defective for any reason, including negligence, the company’s liability (if any) shall be limited to rectify any such defect.


These terms and conditions are absolute, during the provision of Services by the Company to the Client. They also apply during any discussions between the parties prior to the provision of any services. These terms will remain in force for a period of twelve months following the completion of services to the Client.
Each party shall treat as confidential all information obtained from the other party which is expressly marked as confidential.
Also neither party shall divulge any confidential information to any person without the other party’s prior written consent. (except to such party’s own employees)
However, a party will not be prohibited by reason of this Clause from complying with disclosure required by law if:
(a) Where possible without breaching any legal or regulatory requirement, it gives the other party advance notice of the disclosure requirement.
(b) Each part co-operates with the other party in seeking to oppose, minimise or obtain confidential treatment of the requested disclosure.
Notwithstanding anything to the contrary contained in this Proposal, neither party will be obliged to treat as confidential any information disclosed by the other party which:
(a) Has been independently developed by the recipient.
(b) Has becomes generally available to the public other than as a result of a breach of an obligation under this Proposal.
(c) Acquired from a third party who owes no obligation of confidence in respect of the information.


If the client seeks to rescind a contract of sale.

The company reserves the right to charge the client for costs incurred by the company to date under the contract of sale as follows.

  • Charge the client for all costs incurred on work, including subcontract work carried out up to the date of cancellation.
  • If a client needs to cancel a training course, they must do so in writing at least 28 days before the course starts. Cancellations made after this period or failure to attend the course without cancellation will incur the full course fee.
  • If the Company cancels a training course without offering a rescheduled date, a full refund will be provided. Please note the company is not responsible for any travel costs due to cancellation.
  • The client shall be liable for all materials purchased on their behalf with regards to the contract until settlement of any outstanding invoice.
  • A handling charge fee of 15% is payable on all purchases made on behalf of the client.
  • The company reserves the right to rescind the contract of sale in the event that the client ceases to pay their debts in the ordinary course of business or Cannot pay their debts as they become due. Or Being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it. Or being a person, commits an act of bankruptcy or has a bankruptcy petition issued against them.

The company, without prejudice, shall have the right not to proceed further with the contract of sale or any other work for the client and is entitled to charge for the work already carried out and materials purchased for the client. Such charges shall be an immediate debt due to the company.

Risk and Title

The goods are at the client’s risk upon delivery. Despite delivery, the title of the goods or services remains with the Company until all invoices or goods relating to the services are fully paid, including taxes. No other sums are owed from the client to the company. If the goods are resold by the client before the title has passed, the client shall hold the proceeds of such resale on trust for the company until the amount owed is settled. This clause does not affect the company’s rights against the client, even if the goods are converted into other products.

Force Majeure

Every effort shall be made to carry out the contract but its true performance is subject to cancellation by the company or to such variation as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any act of God, War, Strike, or other labour dispute, Fire, Flood, Legislation, or other cause beyond the company’s control.

Proper Law of Contract

This contract shall be governed and interpreted according to English Law and the parties shall submit to the jurisdiction of the English Courts.

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