Bluesys IT Services Contract Terms & Conditions

1. Definitions in this agreement

“The Company” shall mean Bluesys IT Services Limited, St. Peters House, The Anderson Centre, Olding Road, Bury St. Edmunds, Suffolk, IP33 3TA, Company Number 9634356

“You” or ”your” means the company, Customer, Organisation, Person or Persons with whom we have entered Into the Support Contract for the supply of support covered

“Users” and or “End User” mean individuals using the products / services

“Distributor” means the The Company Distributor

“Vendor” and/or “third party software vendor” Means the company who has designed, written the software

“The Initial Term” means the period of 12 months from the commencement of the Support Contract, unless otherwise agreed in writing at commencement, any variation on this cancellation notice is at the companies’ discretion

“Subsequent Term(s)” means the subsequent period (s) thereafter unless terminated by not less than 3 Month’s written notice to expire at the end of the relevant year, unless otherwise agreed in writing, any variation on this cancellation notice is at the companies’ discretion

“Continuity” means the contract is deemed as renewed unless cancellation is received in writing not less than 3 months prior to annual renewal date, any variation on this cancellation notice is at the companies’ discretion

“Equipment” means the equipment specified in the Support Schedule

“Software” refers to the software products specified in the Support Schedule. “Software applies to all parts of Software or and new releases, updates and modifications of the software

“Licensee” means the person, company or organisation to which the company developed product/bespoke is Licensed to

“Site” / “Support” Address means the address that the ‘services covered under this contract are located and or installed

“Support Hours” means 9.00 a.m. to 5:00 p.m. Monday to Friday excluding public and national holidays. The Company reserves the right to reduce these support hours during Christmas and New Year

“Our representative” means any employee, agent or subcontractor of The Company Ltd or other third party

“Support Contract” means the written contract issued to you by us incorporating these general conditions and setting out the terms of and subject to which the support is to be given by us to you

“Support Schedule” means the schedule to the Support Contract listing the products, and or, software and or applications covered under contract

“Support” means any support given by us by telephone, electronic mail, fax or post to the person, company, organisation, as specified in the support schedule

“Remote support” means any support given to you by us that is not given on site.

“On Site Support” Means where support is given on site at the address as specified in the support scheduled

“Response Time” Means a Response time and not a guaranteed resolution time

“Sub Contractor” The Company may as it sees fit sub-contract work to appropriately third-parties

“Assignment” The right to assign or sub-contract any or all of the rights and obligations under these terms and conditions

2. Remote Support

2.1 Where your support contract provides remote support, it is based on an initial response time of 4 hours but where the issue is deemed to be business critical we endeavour to respond within 1 hour.

We will use our best efforts to ensure support is readily available throughout service hours, having regard to other commitments on our resources.

2.2 Where your support contract provides remote support we will use our best efforts to ensure remote support is readily available throughout service hours provided we have unrestricted access to the systems that we are supporting.

3. Onsite Support

3.1 Where your support contract provides onsite support – in addition to remote support – if an issue cannot be resolved over the telephone and/or remote support then a site visit will be made.

Where your support contract provides onsite support, we will use reasonable efforts to have our representative attend the installation address as soon as practicable, having regard to any business critical issues, also having regards to other commitments on our resources.

In the event of this service being applied subject to section 7 (excluded work), time on site will be non‐chargeable and is deemed covered under the support contract. Onsite support begins when our representative attends the reported fault, and ends when the reported fault has been rectified.

In the event that the reported fault cannot be rectified during the site visit, The Company will inform the relevant person on site, or as otherwise instructed, as to the suggested course of action. When on site, our representative may take rest periods where he feels it is necessary to do so.

4. Preventative Maintenance

4.1 Where your support contract provides for, in addition to Remote & Onsite Support, we will provide preventative maintenance visits at a frequency previously agreed, and noted on your contract invoice. We will attend site for the provision of maintenance which, in our opinion, is necessary to keep the system in reasonable operating condition, including but not limited to: checking of backup procedures, operating system and other software updates.

Only once the checklist items have been completed, shall any remaining time be used for installations or other work requested by the customer. Where instances of installations and/or other work are carried out by request of the customer and are at the expense of preventative maintenance, The Company reserves the right to charge for support which is then called upon, which in normal circumstances would have been carried out on preventative maintenance visits.

4.2 We will endeavour to carry out any necessary server reboots within business hours and only with your prior consent. If you will not allow this within business hours, or there is some other factor preventing us from doing so, then such reboots may be performed out of hours and the Company reserves the right to charge for time spent at our standard rates.

5. Advanced Server Contract

5.1 Where your support contracts provides, and in the event of the covered server requiring a complete system reload, this advanced server contract covers remote and/or onsite work to the server(s) only – and is based on a per server basis. In the event of a complete server operating system reload, any resultant desktop PC work is NOT covered and will be charged at our normal rates.

6. Assignment

6.1 We reserve the right to assign or sub-contract any or all of the rights and obligations under these terms and conditions without your further consent to such assignment or sub-contract.

7. Excluded work / Exclusions

7.1 Support and maintenance routines provided by us excludes: work required as a result of operator error or any other improper use, in these instances the company reserves the right to charge for assistance in correcting; or an accident to the system, as a result of any failure of or change in electricity, air conditioning, humidity control or other environmental or operating conditions not recommended or approved by us, or by the system manufacturer.

7.2 Electrical or other work external to the equipment.

7.3 Work on any item of equipment that has been moved, repaired or tampered with by any person other than our Representatives.

7.4 Repair or replacement of consumable accessories such as printer cartridges, ink, paper etc.

7.5 Work where the system is moved from the installation address without our prior written approval.

7.6 Work where the configuration of the system has been changed, or additional hardware has been added to the system without our prior written approval.

7.7 Diagnosis of the failure of equipment not maintained by us.

7.8 Any fixing or patching of an operating system or applications not purchased from us.

7.9 Work on old or unstable equipment where explicit recommendation to upgrade or replace are ignored. Where we consider that a peripheral hardware item is no longer readily maintainable, we may (on giving you not less than sixty days prior notice) discontinue support for that peripheral, reducing the support charge accordingly or agree to maintain it at an additional charge.

7.10 Consultancy is not covered under The Company’s support contracts, unless supplied as part of an onsite and/or preventative maintenance visit.

7.11 Training is not covered by The Company’s contracts either by telephone, remote or on site. Where The Company feels that calls & issues logged are caused by ‘lack of training’ then The Company will advise accordingly and raise a quotation (where applicable) for training of said member(s) of staff for the application/subject of the call logged.

7.12 The Company will not provide assistance under any support contract where, in The Company’s reasonable opinion, a fault is due to accident, neglect, misuse or failure of equipment, software, or media not supplied by The Company.

7.13 Installation of new software and or upgrades being supplied by a third party or other software vendor is not covered under any support contract and will be charged at The Company’s standard consultancy rates.

7.14 The correction of restored of data is not covered under any support contract. The company may offer support and consultancy in such instances, but reserves the right to charge.

7.15 The Company will not be liable for any consequential loss as a result of virus infection.

7.16 Invu Document Management Support given is on a best endeavour basis, therefore standard response times do not apply.

7.17 All support contracts are subject to the system being in a serviceable and fault free condition – we therefore reserve the right to carry out a pre‐contract inspection. Should such inspection find the system not to be serviceable or fault free, any work required to make it so will be chargeable outside the terms of the Support Contract.

7.18 The Company will not cover the cost of replacement hardware or installation time thereof under any of our support contracts.

8. Data security

8.1 It is the Customers overall responsibility to ensure that data backups are performed; the Company shall not therefore be liable for any data corruption or loss, howsoever caused.

8.2 Should data loss occur, the company will make every effort to recover it, but if 3rd party specialist data recovery services are required, then The Company reserves the right to pass on any charges that may apply.

9. Charges and payments

The charge for support of the system shall be as set out in the Support Contract invoice and shall payable from the date of acceptance of the Support Contract in writing by both parties and shall be subject to the following terms:

9.1. For the initial term of the contracted term you will not be required to pay any increased support charges. The amount of the support charge for each year of the contract term following the initial period may at our reasonable discretion be increased at any time on or after the expiration of the initial period subject to us giving you 30 days notice in writing of such increase.

9.2 If any support charge or any part thereof shall remain unpaid 30 days after the same shall have become due, we may (without prejudice to the right to recover the same) give notice in writing to you, requiring you to pay such support charge or part thereof within seven days of receipt of such notice and if you shall fail to make the payment in full we may without prejudice to our right of recovery as aforesaid forthwith summarily terminate the support and all our obligations under the Support Contract.

9.3 Where you terminate the Support Contract as therein or herein provided, any payments or arrears shall be apportioned up to the date of actual termination.

9.4 All charges are exclusive of Value Added Tax and any other taxes, which you shall pay in addition. The total support charge (exclusive of VAT) for the initial period is detailed in the support invoice.

9.5 All support charges shall be paid in advance and at the frequency of the invoice (either annually or monthly). Where The Company has agreed that support can be paid monthly, this must be by standing order. Annual Invoices are raised 60 days in advance of renewal to ensure customer has time to process through their system and payment is received prior to the annual renewal date. Monthly Invoices are raised one month in advance of the month to be covered, example; January Invoice covers February support and is due for payment no later than 1st February by standing order. The Company reserves the right to change the payment frequency to per annum, where a customer’s payment of monthly invoices is not made promptly by standing order. Where third Party Support is in place then the payment frequency will be that as required by the third party.

10. Other services

If we agree to carry out work outside of the preventative maintenance routine or remote or onsite support contracts, you agree to pay either the fee agreed or if no fee is agreed, our standard charge for consultancy and parts for such work prevailing at that time. Such work is undertaken outside the terms of the Support Contract.

11. Access and co‐operation

You will provide our representative on request with unrestricted access to the system and will provide such further facilities and assistance as our representative may reasonably require enabling him to carry out the work. Such assistance may include running time to test the system. We shall not be liable where we are unable to provide support or other services as a result of your failure to provide such facilities or assistance. You will ensure that your representative will be present at all times when our representative is at the Installation address, failing which we shall be entitled to suspend the work.

Customers will ensure that where necessary The Company are informed of any password changes to allow them to carry out support covered under this contract.

12. Obligations

12.1 The person, Company, Organisation, Licensee’s will care for the software / hardware covered under this support contract and will operate within the terms of the licence / operational instructions published by the Software Vendor or manufacture or The Company.

12.2 The Customer holds ultimate responsibility for ensuring that a data backup is made. Where for whatever reason The Company advises, in the event of corrupt data that a restore is carried out, it is the persons, company or organisations responsibility to do so.

13. Limitation of liability

13.1 We shall be under no liability for loss or damage or any consequential or indirect loss or damage arising from the performance or failure by us to carry out work additional or extraneous to the terms of the Support Contract, unless we have agreed in writing to do so and the written agreement is signed by our duly authorised representative.

13.2 The Company and/or its Distributors and/or its third party software vendors and/or its business partners are not and will not, be liable in any event for any lost profits, loss of data, consequential, special or indirect damages arising from performance or non‐performance of services under any support contract, agreement or service provided by the Company.

13.3 In respect of injury (including death) to any person caused by The Company’s negligence, The Company’s liability to the persons (s), company or Organisation, licensee, end user will not exceed the charge agreed hereunder for the initial terms.

13.4 Software provided by a third party vendor through The Company to a Person, Company or Organisation shall be subject to the terms under which the original software was supplied by the said software vendor and the fact that The Company may offer support, consultancy & training on said product does not alter said terms.

13.5 Neither party shall be liable for any delays in meeting any of its obligations under this support contract/agreement which were due to causes beyond its reasonable control.

13.6 The Company, will not provide assistance under this support contract/agreement where, in The Company’s reasonable opinion, a fault is due to accident, neglect, misuse or failure of equipment, software, or media not supplied by The Company.

13.7 Where in clause 12.2 the person, customer or organisation does not take The Company’s advice and restore to a previous backup, The Company will not be liable with regards to any loss of data, corruption and / or work.

13.8 The Company shall not be liable for any consequential loss as a result of data breach or unauthorised access to the Customers system.

14. Force Majeure

14.1 The Company shall not be liable for any delay or failure in performance of its obligations under the Contract which is due to or results from any circumstances beyond its reasonable control including but not limited to delays or defaults of suppliers, or the defaults of any sub-contractor, war, strike, lock-out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour. In any such event, the Company shall be entitled to delay or cancel delivery of equipment or services. If due to any such event, the Company has insufficient stocks to meet all its commitments, the Company may apportion available stocks between its customers at its sole discretion.

15. Forbearance

15.1 No forbearance, indulgence, time or relaxation on the part of the Company granted to the Buyer in respect of any of the conditions shall in any way affect, diminish, restrict or prejudice rights or powers of the Company under any contract for sale of goods or operate as or be deemed to be a waiver or any breach by the Buyer of any of these Conditions.

16. Notice

16.1 Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by recorded delivery service or transmitted by electronic means or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof or such other address as the party may by notice to the other have substituted therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

17. Escalation and Dispute Resolution

17.1 In the event that a dispute arises and is not satisfactorily resolved by the appointed representatives provided by either party within two weeks then a mediator will, with the agreement of both parties, be appointed by the Centre for Dispute resolution (CEDR).

17.2 If the parties reach agreement on the resolution of the dispute the agreement will be put in writing and once signed shall become binding.

17.3 All negotiations connected with the dispute will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings.

17.4 If the parties are not prepared to agree to the dispute being referred to a mediator or fail to reach an agreement within 2 months of the mediator being appointed then either party may exercise any remedy that it has under this Agreement.

18.Legal Correspondence Contracts

18.1 It is a condition that only a Director of the Company is legally entitled to sign on behalf of the company any legal documentation. The company shall not be liable and no contract shall be valid unless these conditions are met

19. Severance

19.1 In the event of any of the conditions being determined to be invalid, unlawful or unenforceable to any extent, such terms or conditions shall be severed from the body of any contract made upon the conditions, and the remainder of such contract shall continue to be valid and enforceable to the fullest extent permitted by law.

20. Proper Law

20.1 Any Contract between the Company and the Customer shall be given by and construed.

20.2 Bluesys IT Services Ltd Standard Terms and Conditions of Trading also applies.

This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.

For the purpose of the Data Protection Act 1998 (the Act), the data controller is Bluesys IT Services of St. Peters House, The Anderson Centre, Olding Road, Bury St. Edmunds, Suffolk, IP33 3TA. Our nominated representative for the purpose of the Act is Simon Gay.

Information we may collect from you

We may collect and process the following data about you:

IP ADDRESSES AND COOKIES

We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.

For the same reason, we may obtain information about your general I nternet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us:

You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of our site. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to our site.

Please note that our advertisers may also use cookies, over which we have no control.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

All information you provide to us is stored on our secure servers. Any credit card payment transactions will be encrypted. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

Uses Made of Information

We use information held about you in the following ways:

We may also use your data, or permit selected third parties to use your data, to provide you with information about goods and services which may be of interest to you and we or they may contact you about these.

If you are an existing customer, we will only contact you by electronic means (e-mail or SMS) with information about goods and services similar to those which were the subject of a previous sale to you.

If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this.

If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the sign up page. Disclosure of your information

We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries.

We may disclose your personal information to third parties:

Your rights

You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at info@bluesys.co.uk.

Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

Access to information

The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee meet our costs in providing you with details of the information we hold about you.

Changes to our privacy policy

Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

Contact

Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to info@bluesys.co.uk

1. Interpretation

The definitions and rules of interpretation in this condition apply in these conditions.

1. 1. Definitions:

“Contract” means the Customer’s order and the Supplier’s acceptance of it in accordance with condition 3.3.

“Customer” means the person, firm or company who purchases Equipment from the Supplier.

“Equipment” means the equipment agreed in the Contract to be purchased by the Customer from the Supplier (including any part or parts of it).

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Software” means any operating system installed on the Equipment.

“Supplier” means Bluesys IT Services Ltd (Company number 09634356).

“VAT” means value added tax chargeable under English law for the time being and any similar additional tax.

1. 1. Condition and paragraph headings shall not affect the interpretation of this Contract and any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
   2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   5. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.
   6. A reference to writing or written includes email but not faxes.
2. Application of Conditions
   1. These conditions shall:
      1. apply to and be incorporated in the Contract; and
      2. prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
   2. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.
3. Basis of Sale
   1. Any quotation is valid for a period of 7 days only, unless otherwise specified by the Supplier in writing, and the Supplier may withdraw it at any time by notice to the Customer.
   2. Each order or acceptance of a quotation for Equipment by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.
   3. A binding contract shall not come into existence between the Supplier and the Customer unless and until the Supplier issues a written order acknowledgement to the Customer, or the Supplier delivers the Equipment to the Customer (whichever occurs earlier).
   4. The Supplier may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
   5. No order which has been acknowledged by the Supplier may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
4. Quantity and Description
   1. The quantity and description of the Equipment shall be as set out in the Supplier’s acknowledgement of order or (if there is no acknowledgment of order) quotation.
   2. All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
   3. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
   4. The Supplier reserves the right (but does not assume the obligation) to make any changes in the specification of the Equipment which are required to conform with any applicable legislation or, where the Equipment is to be supplied to the Customer’s specification, which do not materially affect their quality or performance. Where the Supplier is not the manufacturer of the Equipment, the Supplier shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.
   5. The Supplier’s employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Equipment.
5. Prices
   1. All prices shall be as stated in the Supplier’s acknowledgement of order. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties.
   2. The price of the Equipment shall be the Supplier’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier’s price list current at the date of acceptance of the order. The Supplier’s published export price list shall apply to exports of the Equipment as appropriate.
   3. The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Equipment as has not been delivered to reflect any increase in the cost to the Supplier which is due to market conditions or any factor beyond the control of the Supplier (including any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
6. Payment
   1. Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Equipment on or at any time after delivery of the Equipment, unless:
      1. the Equipment is to be collected by the Customer; or
      2. the Customer wrongfully fails to take delivery of the Equipment,and in either case the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Equipment is ready for collection.

1. 1. The terms of payment shall be 30 days from the date of the Supplier’s invoice, whether or not delivery has taken place or title in the Equipment has passed to the Customer.
   2. Time for payment of the price shall be of the essence of the Contract.
   3. If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Equipment then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
      1. terminate the Contract or suspend any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer;
      2. appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer);
      3. charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment), at the annual rate of 5% above the base lending rate from time to time of Lloyds Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
      4. suspend all further manufacture, delivery, installation or warranty service until payment has been made in full;
      5. make a storage charge for any undelivered Equipment at its current rates from time to time;
      6. stop any Equipment in transit; and
      7. a general lien on all Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 days’ notice in writing, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.
   4. All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 6.5 is without prejudice to any right to claim for interest under the law, or any right under the Contract.
   5. The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
2. Delivery of Equipment and Acceptance
   1. The Supplier shall use its reasonable endeavours to deliver the Equipment on the date or dates specified in the Supplier’s acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and the Supplier is not in any circumstances liable for any delay in delivery, however caused.
   2. The Equipment may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.
   3. Delivery shall be made during normal business hours (excluding bank or public holidays). The Supplier may levy additional charges for any deliveries made outside such hours at the Customer’s request.
   4. The Customer shall be responsible (at the Customer’s cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.
   5. The Customer shall be deemed to have accepted the Equipment when the Customer has had 7 days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with condition 11.
   6. The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with the Supplier’s stipulations. Any remedy under this condition 7.6 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier’s satisfaction to have been lost or damaged in transit.
3. Risk and Property
   1. The Equipment shall be at the risk of the Supplier until delivery to the Customer at the place of delivery specified in the Supplier’s acknowledgement of order. The Supplier shall off-load the Equipment at the Customer’s risk.
   2. Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including off-loading), or when the Supplier has received in full in cleared funds all sums due to it in respect of:
      1. the Equipment; and
      2. all other sums which are or which become due to the Supplier from the Customer on any account.
   3. Until ownership of the Equipment has passed to the Customer under condition 8.2, the Customer shall:
      1. hold the Equipment on a fiduciary basis as the Supplier’s bailee;
      2. store the Equipment (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as the Supplier’s property;
      3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
      4. keep the Equipment insured on the Supplier’s behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Supplier, ensure that the Supplier’s interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
   4. The Customer’s right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 16 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.
   5. Until ownership of the Equipment is transferred to the Customer in accordance with condition 8.2, the Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.
   6. On termination of the Contract for any reason, the Supplier’s (but not the Customer’s) rights in this condition 8 shall remain in effect.
   7. The Supplier may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
4. Inspection and Testing of Equipment
   1. The Supplier shall:
      1. test and inspect the Equipment on delivery to ensure that it complies with the requirements of the Contract; and
      2. if so requested by the Customer, give the Customer reasonable advance notice of such tests (which the Customer shall be entitled to attend).
5. Software Licence
   1. If the Supplier refers to a software licence in the acknowledgment of order, the price of the Equipment includes the licence fee for the Customer’s right to use the Software.
   2. If the Customer is provided with any operating system software licence in respect of the Software, the Customer shall sign and return it to the Supplier within seven days of installation of the software, unless the licence has been supplied on a “shrink-wrap” or “click-wrap” basis.
   3. If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:
      1. the Customer shall not copy (except to the extent permissible under applicable law which is not capable of exclusion by agreement or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier’s prior written consent;
      2. the Customer shall not use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
      3. such licence shall be terminable by either party on 28 days’ written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer’s or a third party’s rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract; and
      4. on or before the expiry of this licence, the Customer shall return to the Supplier all copies of the Software in its possession.
6. Warranty
   1. The Supplier warrants to the Customer that the Equipment is free from defects of workmanship and materials. The Supplier undertakes (subject to the remainder of this condition 11), at its option, to repair or replace Equipment (other than consumable items) which is found to be defective as a result of faulty materials or workmanship within six months of delivery and installation.
   2. The Supplier shall not in any circumstances be liable for a breach of the warranty contained in condition 11.1 unless:
      1. the Customer gives written notice of the defect to the Supplier within seven days of the time when the Customer discovers or ought to have discovered the defect; and
      2. after receiving the notice, the Supplier is given a reasonable opportunity of examining such Equipment and the Customer (if asked to do so by the Supplier) returns such Equipment to the Supplier’s place of business at the Supplier’s cost for the examination to take place there.
   3. The Supplier shall not in any circumstances be liable for a breach of the warranty in condition 11.1 if:
      1. the Customer makes any use of Equipment in respect of which it has given written notice under condition (a); or
      2. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or
      3. the Customer alters or repairs the relevant Equipment without the written consent of the Supplier.
   4. Any repaired or replacement Equipment shall be under warranty for the unexpired portion of the six month period.
   5. The Supplier shall not in any circumstances be liable for any damage or defect to the Equipment caused by improper use of the Equipment or use outside its normal application.
7. Remedies
   1. The Supplier shall not in any circumstances be liable for any non-delivery of Equipment (even if caused by the Supplier’s negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within seven days after the scheduled delivery date.
   2. Any liability of the Supplier for non-delivery of the Equipment shall in all circumstances be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.
   3. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 17), the Customer shall in all circumstances be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.
   4. In the event of any claim by the Customer under the warranty given in condition 11.1, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier’s premises (or those of its agent or subcontractor) at the cost of the Supplier. If the Customer’s claim is subsequently found by the Supplier to be outside the scope or duration of the warranty in condition 11, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.
8. Limitation of Liability

WARNING: you are strongly advised to read the drafting note on this condition.

1. 1. The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of:
      1. any breach of the Contract however arising; and
      2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.
   2. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the greatest extent permitted by law.
   3. Nothing in these conditions excludes or limits the liability of the Supplier for:
      1. death or personal injury caused by the Supplier’s negligence; or
      2. fraud or fraudulent misrepresentation.
   4. Subject to condition 13.2 and condition 13.3:
      1. the Supplier shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
         1. loss of profits; or
         2. loss of business; or
         3. depletion of goodwill or similar losses; or
         4. loss of anticipated savings; or
         5. loss of goods; or
         6. loss of contract; or
         7. loss of use; or
         8. loss or corruption of data or information; or
         9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
      2. the Supplier’s total liability in contract, tort (including negligence and breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable for the Equipment under condition 5.
2. Intellectual Property Rights
   1. If the Supplier manufactures the Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier’s use of the Customer’s specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.
   2. The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner.
   3. The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.
   4. The Supplier’s Intellectual Property Rights in and relating to the Equipment shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
   5. In relation to the Software:
      1. the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals;
      2. nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and
      3. the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence Contracts, terms of use and registration requirements relating to them.
3. Confidentiality and Supplier’s Property
   1. The Customer shall keep in strict confidence:
      1. all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents; and
      2. any other confidential information concerning the Supplier’s business or its products which the Customer may obtain.
   2. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors as need to know the same for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
   3. All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.
   4. This condition 15 shall survive termination of the Contract, however arising.
4. Cancellation
   1. Subject to the remainder of this condition 16, the Customer shall be entitled to cancel or postpone delivery of all or any of the Equipment.
   2. Any cancellation or postponement requested by the Customer must be made in writing and delivered to the Supplier in accordance with the terms of condition 25 (“Cancellation Notice”).
   3. Subject to a Cancellation Request being made in accordance with condition 16.2, the Customer shall be required to pay on demand to the Supplier, the applicable cancellation fee:
      1. If the Cancellation Request is received by the Supplier more than 90 days before the date of the delivery of the Equipment, £125;
      2. If the Cancellation Request is received by the Supplier more than 45 days but less than 90 days before the date of the delivery of the Equipment, £150 or 10% of the price of the Equipment whichever is the greater; or
      3. If the Cancellation Request is received by the Supplier less than 45 days before the date of the delivery of the Equipment, £200 or 15% of the price of the Equipment whichever is the greater.
5. Termination
   1. Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous Contract or arrangement to the contrary if:
      1. the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer’s reasonable control;
      2. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      3. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
      4. the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;
      6. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company, partnership or limited liability partnership);
      7. the holder of a qualifying floating charge over the assets of the Customer (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
      8. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the Customer;
      9. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14 days;
      10. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition (b) to condition (i) (inclusive);
      11. the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
      12. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
      13. there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
   2. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.
   3. Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
6. Force Majeure
   1. The Supplier reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including:
      1. strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party);
      2. failure of a utility service or transport or telecommunications network;
      3. act of God, war, riot or civil commotion;
      4. malicious damage;
      5. epidemic or pandemic;
      6. compliance with any law or governmental order, rule, regulation or direction; and
      7. accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
7. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

1. Rights and Remedies

The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

1. Severance
   1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
   2. If any provision or part-provision of this agreement is deemed deleted under condition 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
2. Entire Agreement
   1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   2. Each party acknowledges that, in entering into this Contract, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
   3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
   4. Nothing in this condition shall limit or exclude any liability for fraud.
3. Assignment
   1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
   2. The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
4. Third Party Rights

No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

1. Notices
   1. Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
      1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      2. sent by email to its main fax number or email.
   2. Any notice or communication shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and
      3. if sent by email at the time of transmission.
   3. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
   4. If deemed receipt under condition 24.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this condition 24.4, business hours mean 9.00 am to 5.00 pm during a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2. Governing Law

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including disputes or claims) are governed by and construed in accordance with the law of England and Wales.

1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Effective August 2015

We want you to be completely satisfied with the Products or Services you buy from us. If you are unhappy or wish to complain, then please call customer services on 01284 722877, or write to us so that we can discuss your concerns.

You will not normally be allowed to cancel an order once it has been placed with us. Any exceptions to this will be dealt with on a case by case basis and will be entirely at our discretion.

Our rights to cancel

We may cancel your order and any contract if:

1. You order Products or Services that become unavailable, in which case we are not obliged to provide substitute software or substitute services but shall inform you of the unavailability.
2. You do not pay us the fee due for the Products and/or Services by the due date.
3. You are from outside the UK.
4. You are either not able or are not authorised to enter into the Contract with us.

If we wish to cancel your Order and any Contract for a Product or Service, we will contact you first to discuss this.