Contracts and Proprietary Software

It will largely depend on the wording of the existing contract.

I have seen some changeovers and you cannot expect a good service when the old hardware is only partially connected or hanging loose on the connecting wires.

The changeover will imply additional expenses to him.

The new contractor may damage some of his hardware or software which he will have to investigate and fix.

He will be blamed for security breaches not within his control.

I would say get him to propose a written contract and make your decision on that.

Hi Sully,

Hendrik is correct, the contract between your company and the vendor is the main defining agreement. Now this can be a void, avoidable or a viable contract. This is all depending on your local contractual laws and the actions of the parties involved.

If the vendor has already voided the contract by action or inaction then you can avoid your part of the obligations under certain conditions.

Instead of fighting this out I would first make a counter offer. The vendor stated if you use it any part of the year then you pay for the whole year stating the contract as enforcement of these terms.

If you wish, I would accept the terms with conditions. That the cost be prorated or his services are no longer needed once the contract expires due to the disproportionate cost. He can accept the termination, accept the prorating or counter offer. Have your ducks in a row for all. He who has the most options has the most negotiating leverage. Take away his options nicely but firmly.

Just my 2cents worth

Brad

Hello Sully155:

From my experience as a private individual, if I started another years mobile phone contract for instance, I would know from the wording of the original contract that I would probably be liable to pay the full year even if I used one week of that year only.

It will depend on wording, but, service contracts are pretty much the same.

I am not sure what you mean by a 'card' contract? I am assuming you have several computers and or telephony use. Is it not possible to either find another supplier before the new year starts, or make an arrangement with either the outgoing supplier, which will probably get a negative response. Or with an agency where you can use and pay for what you need week by week or month by month?

In my opinion it is a buyers market so if they think you are likely to look kindly on them, (whoever 'them' is) they would pretty much agree to anything to keep you sweet?

This is all based on my assumptions. Why can you not negotiate a new contract with the people who have supplied you so far? Remembering it is you who hold the balls.

I hope to find out a little more about this in the next few days so keep in touch.

There is others on here who are in business and who will know the best advice to give. I just do not know if you would pay per connected computer or or is it the case that you will pay gradually less as you use and have more connections? Like if you have a call centre with a hundred computers, as against an office with 6?

Have a great new year!..............

If I am getting this correctly this would be the same as if I had an annual site licence with Microsoft and I am shifting over to the Mac world. I expect that Bill Gates is going to cut me some slack and modify his agreement with me.

Or to be more absurd, I am going to be able to get to the point that I am going to be able to talk to someone in the outfit for less than forty bucks.

Your question can you knowingly use the software without the owners consent? In the US, NO!

Why because that is what the contract is for to limit both your liabilities and responsibilities and to protect his copyright. Welcome to the world of adversity.

Hello otha,

I believe this is the question you refer to, "can we continue to use the system the way it works now until we get the new system up and running."

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This is your version "Your question can you knowingly use the software without the owners consent? In the US, NO!".

Now, the OP did NOT say anything like what you suggest in your reply. The OP did not say "can we knowingly use the software without the owners consent"

The op wants to pay for the period she uses it, which may be two months for instance. And not the full year. She is not trying to be fraudulent as you suggest!!!!!

I did not suggest that any fraudulent act was even contemplated.

I just read the item over again, what did I miss? The writer has contacted the owner of the software, he has stated that if you want to use the software, I am only offering a one year contract. I have to assume the writer has no leverage with the seller. There are no exceptions to the words stated in the contract.

You can't under any circumstances use the software without a license.

If I am having problems with English I will apologize. There are no legal loop holes that say if it is going to shut down your production or payroll or whatever, you are not subject to the contract wording.
Pure and simple the seller has the upper hand and if you don't have a good alternative you are going to pay him.

Morning otha,

Negotiate from a position of weakness and get what you are given or negotiate from a position of strength and set your terms. If you ask for the moon you just may get it. Ask for loss and you will get it.

It should cost less to fill the gap than pay for a year. The vendor can take 0 or a percentage. The new security company may even discount the gap coverage to get the business changed over. The prorating does not need to be 1 for 1 that is what negotiations are for, to come to an agreement all can live with.

Put me over a barrel and I'll return the favor just for fun. Work with me and I'll work with you, letting everyone I network with know how good you are to work with.

Or to put it another way, if my vendor wouldn't work with me I'd pay up to the years cost for another vendor to fill the gap just because they didn't want to work with me.

I would also be revising my planning group to be a little more proactive in defining the dynamics of a change before backing us towards a corner.

Brad

All of us either do or have done, business on a day to day basis. I agree with everything you have said.

Assuming that this particular vendor digs his heels in because he has nothing to lose or it has become personal, I still think my response was correct.

I have dealt with every kind of bully, nice guy, idiot, genius, you name it that populates the business world, none of my relations with them has ever modified the terms and conditions of a contract. When we had worn our arms out patting each other on the back about the deal that we had just made, we had a third party that was skilled in contract wording put it down on paper so that the three martini/beer lunch didn't blur our memory.

Crap, inputting a code to activate a lock is not rocket science.

Rhetorical questions:

How would he know if you are or are not using the software?

What is the risk of not using the software? Locks could be an alternative. Are you simply interested in playing "Big Brother" or is there a valid reason for your "snooping"?(Like valuables or hazardous materials) "Just because" is not a good reason. Consider re-evaluating this policy.

If you simply need record keeping, consider card readers which simply input to a computer with a simple data capture program like Hyperterminal.