Section 1. Terms and Conditions for customers who are a consumer.
Section 2. Terms and Conditions for customers who are a business.




SECTION 1.
Terms & Conditions for the Supply of Goods and Services
(for customers who are a consumer)

1. These terms

1.1 These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.

1.2 Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

2. Information about us and how to contact us

2.1 We are Worldspan Communications Ltd (trading as SPAN.COM) a company registered in England and Wales. Our company registration number is 02910216 and our registered office is at Unit 19, Red Lion Business Centre, Red Lion Road, Surbiton, KT6 7QD UK. Our registered VAT number is 652756418.

2.2 You can contact us by telephoning our customer service team at [+44](0)20 8288 8555 or by writing to us at support@span.com.

2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 When we use the words "writing" or "written" in these terms, this includes emails.

3. Our contract with you

3.1 Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

3.2 If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

3.3 We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

4. Our products

4.1 The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device\'s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. The packaging of the product can vary from that shown in images on our website.

5. Your rights to make changes

If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8).

6. Our rights to make changes

6.1 We may change the product to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements. These changes will not affect your use of the product.

6.2 In addition, we may make changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received.

7. Providing the products

7.1 The costs of delivery will be as displayed to you on our website.

7.2 During the order process we will let you know when we will provide the products to you.

(a) If the products are goods we will deliver them to you as soon as reasonably possible. We will contact you with an estimated delivery date.

(b) We will begin the services on the date agreed with you during the order process.

(c) If the products are ongoing services or a subscription to receive goods or digital content. We will supply the services, goods or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 10.

7.3 If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

7.4 If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 9AM to 5PM on weekdays (excluding public holidays).

7.5 If no one is available at your address to take delivery, you will be contacted to either rearrange delivery or collect the products from an alternative address.

7.6 If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from an alternative address we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.

7.7 If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 10.2 will apply.

7.8 You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:

(a) We have refused to deliver the goods;

(b) Delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or

(c) You told us before we accepted your order that delivery within the delivery deadline was essential.

7.9 If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7.8, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.

7.10 If you do choose to treat the contract as at an end for late delivery under clause 7.8 or clause 7.9, you can cancel your order for any of the goods or reject goods that have been delivered. If you wish, you can reject or cancel the order for some of those goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled goods and their delivery. If the goods have been delivered to you, you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please contact customer services via our website or email us to arrange this.

7.11 A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you collect it from us.

7.12 You own a product which is goods once we have received payment in full.

7.13 We may need certain information from you so that we can supply the products to you. If so, we will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.14 We may have to suspend the supply of a product to:

(a) Deal with technical problems or make minor technical changes;

(b) Update the product to reflect changes in relevant laws and regulatory requirements;

(c) Make changes to the product as requested by you or notified by us to you (see clause 6).

7.15 We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 12 months you may contact us to end the contract for a product and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

7.16 If you do not pay us for the products when you are supposed to (see clause 12.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. As well as suspending the products we can also charge you interest on your overdue payments (see clause 12.5).

8. Your rights to end the contract

8.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 11;

(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;

(c) If you have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;

(d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.6.

8.2 If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:

(a) We have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6.2);

(b) We have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;

(c) There is a risk that supply of the products may be significantly delayed because of events outside our control;

(d) We have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 12 months; or

(e) You have a legal right to end the contract because of something we have done wrong.

8.3 For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

8.4 You do not have a right to change your mind in respect of:

(a) Items made to your specifications or which are clearly personalised;

(b) Services, once these have been completed, even if the cancellation period is still running;

(c) Products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;

(d) Sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and

(e) Any products which become mixed inseparably with other items after their delivery.

8.5 How long you have depends on what you have ordered and how it is delivered.

(a) If you have bought services, you have 14 days after the day we contact you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.

(b) If you have bought goods, you have 14 days after the day you (or someone you nominate) receives the goods, unless:

(i) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you receive the last delivery to change your mind about the goods.

(ii) Your goods are for regular delivery over a set period, you have until 14 days after the day you receive the first delivery of the goods.

8.6 Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is delivered and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.

9. How to end the contract with us (including if you have changed your mind)

9.1 To end the contract with us, please let us know by doing one of the following:

(a) Phone or email: Call customer services on [+44](0)20 8288 8555 or email us at support@span.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.

(b) Online: Complete the form https://www.span.com/RMA-form on our website.

(c) By post: Print off the model form at the foot of https://www.span.com/about/terms_sale and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.

9.2 If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at Unit 19, Red Lion Business Centre, Red Lion Road, Surbiton, KT6 7QD UK or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on [+44](0)20 8288 8555 or email us at support@span.com for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.

9.3 We will pay the costs of return:

(a) If the products are faulty or misdescribed;

(b) If you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or

(c) If you are exercising your right to change your mind within the cooling off period.

In all other circumstances, you must pay the costs of return.

9.4 If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.

9.5 We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

9.6 If you are exercising your right to change your mind:

(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

(c) Where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.7 We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:

(a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.2.

(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind

10. Our rights to end the contract

10.1 We may end the contract for a product at any time by writing to you if:

(a) You do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;

(b) You do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;

(c) You do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or

(d) You do not, within a reasonable time, allow us access to your premises to supply the services.

10.2 If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.3 We may write to you to let you know that we are going to stop providing the product. We will let you know at least 2 weeks in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

11. If there is a problem with the product

11.1 If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at [+44](0)20 8288 8555 or write to us at support@span.com. Alternatively, please speak to one of our staff.

11.2 If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on [+44](0)20 8288 8555 or email us at support@span.com for a return label or to arrange collection.

12. Price and payment

12.1 The price of the product (which includes VAT) will be the price set out in the Order or our acceptance of it. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order.

12.2 If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

12.3 It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product\'s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product\'s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

12.4 We accept payment via various portals and payment methods, including credit and debit cards, PayPal, AmazonPay, and Bank Transfer. When you must pay depends on what product you are buying:

(a) For goods, you must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.

(b) For services, you must make an advance payment of 25% of the price of the services, before we start providing them. We will invoice you for the balance of the price of the services when we have completed them for the services until the services are completed. You must pay each invoice within 14 calendar days after the date of the invoice.

12.5 If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Bank of England Bank Rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

12.6 If you think an invoice is wrong please contact us promptly to let us know.

13. Our responsibility for loss or damage suffered by you

13.1 We are not responsible to you for loss and damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill.

13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products and for defective products under the Consumer Protection Act 1987.

13.3 If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

13.4 If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

14. How we may use your personal information

14.1 We will only use your personal information as set out in our privacy policy: https://www.span.com/about/privacy

14.2 We will only give your personal information to third parties where the law either requires or allows us to do so.

15. Other important terms

15.1 We may transfer our rights and obligations under these terms to another organisation.

15.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

15.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.

15.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

15.6 These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

15.7 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may submit the dispute for online resolution to the European Commission Online Dispute Resolution platform.




MODEL CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
To:
Worldspan Communications Ltd
Unit 19, Red Lion Business Centre
Red Lion Road
Surbiton KT6 7QD
ENGLAND
[+44](0)20 8288 8555
support@span.com
I/WE hereby give notice that I/WE cancel MY/OUR
Contract of sale of the following goods
OR
for the supply of the following services
ORDERED ON / RECEIVED ON:
Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper)

Date:




SECTION 2.
Terms & Conditions for the Supply of Goods and Services
(for customers who are a business)

The Buyer\'s attention is particularly drawn to Clause 14

1. Definitions

Seller means Worldspan Communications Ltd of Unit 19, Red Lion Business Centre, Red Lion Road, Surbiton KT6 7QD UK

Buyer the person who buys or agrees to buy the Goods/and or Services from the Seller.

Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

Goods the items which the Buyer agrees to buy from the Seller as set out in the Order.

Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

Force Majeure Event has the meaning set out in clause 16.

Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.

Order the Buyer\'s order for the supply of Goods and/or Services, as set out on the Buyer\'s purchase order form OR overleaf OR the Buyer\'s written acceptance of the Seller\'s quotation OR in the Buyer\'s purchase order form, or the Buyer\'s written acceptance of the Seller\'s quotation, or overleaf, as the case may be.

Services the services supplied by the Seller to the Buyer as set out in the Order.

Seller Materials has the meaning set out in clause 12.1.6.

2. Conditions

2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer\'s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer\'s acceptance of these Conditions.

2.4 These Conditions may not be varied except by the written agreement of [a director of] the Seller.

2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.

3. Price

The Price shall be the price quoted on the Order.

4. Payment and Interest

4.1 Payment of the Price and VAT shall be due within 30 days of the date of the Seller\'s invoice.

4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 4% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.

4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

5. Goods

5.1 The Goods are described in the Order.

5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.

6. Warranties

6.1 The Seller warrants that for a period of 12 months commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (Warranty Period), the Goods and/or Services shall:

6.1.1 conform with their description;

6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979;

6.1.3 be fit for any purpose held out by the Seller; and

6.1.4 be carried out in accordance with the Supply of Goods and Services Act 1982.

7. Delivery of Goods

7.1 Delivery of the Goods shall be made to the Buyer\'s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

8. Acceptance of the Goods

8.1 The Buyer shall be deemed to have accepted the Goods 1 day after delivery to the Buyer.

8.2 The Buyer shall carry out a thorough inspection of the Goods within 1 day and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer\'s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

9. Title and risk

9.1 Risk shall pass on delivery of the Goods to the Buyer\'s address.

9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

9.4 The Seller may at any time before title passes and without any liability to the Buyer:

9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer\'s right to use, sell or otherwise deal in them; and

9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

10. Carriage of Goods

Carriage will be chargeable on all sales of goods, as quoted.

11. Supply of Services

11.1 The Seller shall provide the Services to the Buyer.

11.2 The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

11.3 The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.

12. Buyer\'s obligations

12.1 The Buyer shall:

12.1.1 Ensure that the terms of the Order are complete and accurate;

12.1.2 Co-operate with the Seller in all matters relating to the Services;

12.1.3 Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer\'s premises as reasonably required by the Seller to provide the Services;

12.1.4 Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

12.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

12.1.6 keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer\'s premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller\'s written instructions or authorisation.

12.2 If the Seller\'s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):

12.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller\'s performance of any of its obligations;

12.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller\'s failure or delay to perform any of its obligations as set out in this clause 12.2; and

12.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.

13.2 The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer\'s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.

13.3 All Seller Materials are the exclusive property of the Seller.

14. Limitation of Liability: THE BUYER\'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

14.1 Nothing in these Conditions shall limit or exclude the Seller\'s liability for:

14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

14.1.2 fraud or fraudulent misrepresentation;

14.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

14.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

14.1.5 defective products under the Consumer Protection Act 1987.

14.2 Subject to clause 14.1:

14.2.1 The Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

14.2.2 the Seller\'s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed one pound.

14.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.4 This clause 14 shall survive termination of the Contract.

15. Termination

15.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than three months\' written notice.

15.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

15.2.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

15.2.2 the other party 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

15.2.3 the other party 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.2.4 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 other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

15.2.5 The other party (being an individual) is the subject of a bankruptcy petition or order;

15.2.6 a creditor or encumbrancer of the other party 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 its assets and such attachment or process is not discharged within 14 days;

15.2.7 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 other party (being a company);

15.2.8 The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

15.2.9 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 other party;

15.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.2 to clause 15.2.9 (inclusive);

15.2.11 The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

15.2.12 the other party\'s financial position deteriorates to such an extent that in the Seller\'s opinion the Buyer\'s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

15.2.13 The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

15.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.

15.4 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 15.2.2 to clause 15.2.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.

15.5 On termination of the Contract for any reason:

15.5.1 the Buyer shall immediately pay to the Seller all of the Seller\'s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;

15.5.2 The Buyer shall return all of the Seller Materials and any Deliverables which have not been fully paid for. If the Buyer fails to do so, then the Seller may enter the Buyer\'s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

15.5.3 the accrued rights and remedies of the parties as at termination shall not be affected, 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; and

15.5.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

16. Force Majeure

16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

16.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.3 If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than 52 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

17. General

17.1 Notices.

17.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, or e-mail.

17.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

17.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.

17.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

17.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

17.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.

17.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.8 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).



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