Terms and Conditions

TERMS AND CONDITIONS OF SUPPLY

1 DEFINITIONS

1.1. “Customer” means the party whose order for the Goods is accepted by the Company.

1.2. “Company” means Infosec Cloud Limited, whose registered office is at 4 Elmwood, Crockford Lane, Chineham Park, Basingstoke, Hampshire, RG24 8WG.
1.3. “Goods” means the hardware and/or software products which the Company is to supply in accordance with these terms and conditions.
1.4. “Contract” means the contract on the terms and conditions set out herein between the Company and the Customer.
1.5. “Services” means any services which the Company is to supply under this Contract, details of which are set out in the service level agreement which shall be incorporated herein. This Contract shall apply to any services supplied by the Company unless the Company and the Customer enter or have entered into a separate agreement for services.

2 ORDER ACCEPTANCE

2.1. All orders placed with the Company by the Customer for Goods or Services shall constitute an offer to the Company under these terms and conditions subject to availability of the Goods and to acceptance of the order by the Company’s authorised representative.
2.2. All orders are accepted and Goods or Services supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by the Company’s authorised representative.
2.3. It is agreed that these terms and conditions prevail over the Customer’s terms and conditions of purchase unless the latter terms and conditions are amended by the Company in writing and signed by the Company.

3 SOFTWARE

3.1. With regard to any software supplied pursuant to this Agreement over which the Company or third parties hold title or other rights, the Company shall permit or procure for the Customer (as the case may require) the right to use that software.
3.2. With regard to any software referred to in clause 3.1 above the Customer undertakes not to disclose or make available any part or parts to any third party without the prior consent of the Company.
3.3. Software shall be supplied on the terms of the applicable licence agreement.
3.4. The Customer agrees to indemnify the Company in respect of any costs, charges or expenses incurred by the Company at the suit of any third party owner of the software in respect of any breach by the Customer of the terms of the licence agreement on which the software is supplied.

4 DELIVERY

4.1. All times and dates given for delivery of the Goods or Services are given in good faith and shall not be the essence of any contract.
4.2. Delivery of the Goods and Services shall be at the Customer’s premises unless otherwise stipulated or agreed by the Company.
4.3. The Customer shall examine the Goods on arrival and notify the Company by facsimile transaction within 3 working days of delivery of any damage or short delivery of the Goods.
4.4. If the Customer refuses or fails to take delivery of the Goods the Company shall be entitled to immediate payment in full for the Goods and the Customer shall in addition to the invoice price pay all incidental costs incurred by the Company.
4.5. The Customer shall be liable to pay for the Goods whether or not the Services have been provided in accordance with the terms of this Contract.

5 PRICE

5.1. The Price of the Goods and Services shall be the Company’s quoted price.
5.2. The Company reserves the right, by giving notice to the Customer any time before delivery, to increase the price of the Goods or Services to effect an increase in costs to the Company which is due to any factor beyond the control of the Company.
5.3. The Price is exclusive of any applicable value added tax which the Customer shall be in addition liable to pay to the Company.

6 PAYMENT

6.1. Except as otherwise set out herein, payment of the Company’s invoices in respect of the Goods and Services shall be made in full without any deductions or set-off within 30 days of the relevant invoice date.
6.2. If the Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to (i) cancel the contract or suspend any further deliveries of Goods or supply of Services to the Customer; and (ii) charge the Customer interest on the amount unpaid at the rate of 2% per annum above National Westminster Bank Plc’s base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

7 TITLE AND RISK

7.1. The Goods shall be at the buyer’s risk as from delivery by the Company or by the Company’s carrier to the Customer.7.2. In spite of delivery having been made and risk having passed to the Customer, legal and beneficial ownership in the Goods shall not pass from the Company until:
(i) the Company shall have received the Price plus VAT in full in cash or cleared funds; and
(ii) no other sums whatever, either under this Contract or otherwise, shall be due from the Customer to the Company.
7.3. Until the property in the Goods passes to the Customer the Customer shall hold the Goods on a fiduciary basis as bailee for the Company and shall:
(i) keep the Goods separate from those of the Customer and third parties and identified as the Company’s property;
(ii) take all necessary steps for the protection of the Goods; and (iii) not dispose of the Goods or any part of them to any person whatsoever whether by sale or otherwise except in accordance with clause 7.4.
7.4. Notwithstanding that the Goods remain the property of the Company, the Customer may use or resell the Goods in the ordinary course of the Customer’s business provided that the Customer may only resell the Goods if the agreement for such resale provides that:
(i)the provisions of this clause 7 will apply to such resale and, if it be the case, that the Customer has not paid for the Goods;
(ii) title to the Goods remains with the Company until payment has been made to the Company; and
(iii) the Company shall be entitled to enforce such provision as though it were party to the agreement for resale.
7.5. Until such time as the legal and beneficial ownership in the Goods passes from the Company, the Customer shall upon request deliver up such Goods to the Company. If the Customer fails to do so, the Company may enter upon any premises occupied or controlled by the Customer where the Goods are situated and repossess the Goods.
7.6. The Customer shall insure and keep insured the Goods to the full price against “all risks” to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company, and shall whenever requested by the Company produce a copy of the insurance policy.
7.7. Save as set out above, the Customer shall not create or allow to be created any right in the Goods in favour of any third party.

8 WARRANTIES

8.1. The Company will endeavour to ensure that the Customer has the benefit of any guarantee or warranty in respect of the Goods which may have been given to the Company by the manufacturer or third party.
8.2. The Customer is responsible for instructing itself on the terms of such guarantee or warranty and ensuring that any conditions are fully complied with.
8.3. The Customer must ensure that the Goods are serviced, maintained and used properly and in accordance with the Company’s recommendation (and any guarantee and warranty) and shall not be used with any parts, accessories or ancillary equipment other than those recommended by the Company or stated by the Company to be suitable.
8.4. No attempts must be made by the Customer or any third party to remedy any defect or to dismantle or otherwise tamper in any way with the Goods except in accordance with specific instructions, directions and/or requests of the Company.
8.5. The Company will provide the Services with reasonable care and skill.

9 LIABILITY

9.1. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Save in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), implied warranty, condition or term, or any duty under common law or under the terms of the Contract or any direct or indirect special or consequential loss or damage (whether loss of profit revenue, contracts, production, operation time, customers’ data, use of software or corruption of data or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or the Services and the entire liability of the Company under or in connection with the Contract shall not exceed the aggregate price of the Goods and the Services.
9.2. Without limiting the generality of the foregoing, the Company shall not be liable to the Customer in respect of any act or omission of the manufacturer of the Goods or of any third party.
9.3. The Company shall not be liable to the Customer or to be deemed to be in breach of the Contract by reason of any delay in
performing any or any failure to perform any of the Company’s obligations in relation to the Goods or the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control an Act of God, explosions, flood, tempest, fire or accident, war or threat or war, sabotage, insurrection, civil disturbance, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental or local authority, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or any third party).

10 RENEWAL

10.1 This agreement shall be renewable at the end of the current term for a successive twelve (12) month term unless either party gives written notice of its intention not to renew three (3) months before expiration of the current term.

11 TERMINATION

11.1. This Agreement will be terminated forthwith by notice in writing: (i) by the Company if the Customer fails to pay any sums due; and
(ii) if either party fails to perform any of its obligations under this Agreement and such failure continues for a period of 14 days after written notice thereof by the other party
11.2. If the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a receiver is appointed or the Company reasonably apprehends that any of these events is about to occur in relation to the Customer without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further provision of the Goods or Services without any liability to the Customer, and if any Goods have been delivered or the Services provided but not paid for, then these monies shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12 GENERAL

12.1. Any notice required or given by another party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2. No waiver by the Company of any breach of this Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions.
12.3. If any provision of these conditions is held to be invalid, illegal or unenforceable, in whole or in part, such provision shall to that extent be deemed not to form part of this Contract and the enforceability of the remainder of this Contract shall not be affected.
12.4. This Agreement is not assignable by the Customer without the written consent of the Company.
12.5. This Agreement shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.

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