LAST UPDATED 20/01/23 BY SHROPSHIRE COMPUTERS LIMITED
STANDARD TERMS AND CONDITIONS OF SALE OF COMPUTER SOFTWARE, SERVICES AND EQUIPMENT
In these Conditions the following expressions have the following meanings:
‘Accepted Quote’ a quote setting out the Computer Software and/or Equipment and /or Services to be supplied which has been accepted unconditionally by the Customer and Shropshire Computers Limited where such are to be provided by Shropshire Computers Limited
‘Customer’ the person(s), firm or company named on the Accepted Quote
‘Computer Software’ any programs provided in connection with the Service, further details of which are set out in the Accepted Quote
‘Conditions’ the standard terms and conditions of sale as set out in this document
‘Contract’ the Accepted Quote and these Conditions
‘DPA’ Data Protection Act 2018
‘Equipment’ means all equipment sold by Shropshire Computers Limited to the Customer pursuant to this Agreement
‘Files’ all files and data whether electronic or in hard copy, and other materials provided by the Customer in relation to the provision of the Computer Software and the Equipment
‘Materials’ means any documentation, instructions, training manuals or other information stored in written or electronic form provided by Shropshire Computers Limited to the Customer
‘Shropshire Computers’ means Shropshire Computers Limited (company number 14522296) whose registered office is at 1 Ashbrook Crescent, Church Stretton, United Kingdom, SY6 6ER
‘Price’ the price to be paid by the Customer as specified in the Accepted Quote
‘Services’ the services to be provided by Shropshire Computers Limited to the Customer as set out in the Accepted Quote
‘Service Description’ a description of the Services to be provided by Shropshire Computers Limited which has been unconditionally accepted by the Customer and is contained in the Accepted Quote and consists of corrective maintenance and includes the necessary repair, adjustment, the supply and fitting of replacement parts, and the provision of all materials necessary for the satisfactory operation of the ‘Equipment’ but which in any event shall exclude : (a) Repairs rendered necessary by reason of damage caused by accident, carelessness or misuse by the ‘Customer’, (b) any other reasons outside Shropshire Computers Limited’s reasonable control e.g. failure or variation of electricity supply, image degradation of visual displays, (c) adjustments carried out by unauthorised persons, (d) changes and alteration in the Equipment’s specifications, (e) Customer programming errors,(f) renewal of consumable supplies e.g. removable media, Printer ribbons, Printer heads, and Laser printer consumables, and (g) an unusually high level of maintenance caused in the reasonable opinion of Shropshire Computers Limited by the age of the equipment or failure by the Customer to carry out appropriate levels of maintenance prior to Shropshire Computers Limited’s engagement by the Customer.
‘Support and Maintenance Services’ the maintenance of Equipment from time to time by telephonic and remote diagnosis of Equipment and service failures and regular helpline support and the provision of updates.
‘Term’ consecutive periods of 12 months, subject to payment as set out in the Accepted Quote being received.
1.1 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted, or replaced
1.2 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.3 In these Conditions headings will not affect the construction of these Conditions.
general terms
2.1 These Conditions together with the Accepted Quote shall form the Contract to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification, or other document).
2.2 The Contract may only be varied by further agreement in writing (which will include by email if so, accepted by Shropshire Computers Limited) between the parties.
2.3 The Customer acknowledges that in entering into the Contract it is not relying on any representation or warranty, express implied or otherwise which is not reduced to writing and incorporated into the Contract.
3.1 The Price for the Computer Software and/or Equipment and/or Services shall be that set out in the Accepted Quote and unless otherwise agreed in writing shall be in pounds sterling and exclusive of value added tax. Service charges are payable in advance, no Services shall be provided until payment in cleared funds is received.
3.2 If any sum payable under the Contract is not paid within 7 days after the due date then (without prejudice to Shropshire Computers Limited’s other rights and remedies) Shropshire Computers Limited reserves the right to:
3.2.1 suspend performance of the Services or any other obligations until all amounts owed have been paid; and/or
3.2.2 charge interest on such sum on a day to day basis (as well after as before any judgement) from the date or last date for payment to the date of actual payment (both dates inclusive) at the rate of 3 per cent above the base rate of Barclays Bank plc from time to time in force compounded quarterly. Such interest shall be paid on demand.
3.3 The Customer shall not be entitled to withhold payment of any amount due to Shropshire Computers Limited under the Contract by reason of any disputed claim by the Customer in connection with the Contract and the Customer shall make all such payments without any deduction whether by way of set-off, counterclaim, discount or otherwise.
3.4 The Customer agrees to pay all reasonable expenses for accommodation, subsistence and travel incurred by Shropshire Computers Limited in supplying any professional services at premises other than Shropshire Computers Limited’s own premises. If any Equipment is located outside the UK at the time support is requested, Shropshire Computers Limited will not be obliged to provide those Services.
3.5 Shropshire Computers Limited will use all reasonable endeavors to achieve installation by any specified or requested date, but each such date is to be treated as an estimate only and time shall not be of the essence. Where payment is to be made by the Customer before installation of the Equipment, Shropshire Computers Limited may withhold installation until such payments have been made.
3.6 The Customer will co-operate with Shropshire Computers Limited to try to achieve installation by the relevant dates. If any delay is caused by the Customer and Shropshire Computers Limited incurs unavoidable costs, the Customer shall pay Shropshire Computers Limited a sum or sums equivalent to those costs.
3.7 Subject to the Customer ensuring any relevant information is made known to Shropshire Computers Limited, the Customer is responsible for ensuring the Computer Software can be used on the Equipment set out in the Accepted Quote.
3.8 It is the Customer’s responsibility to ensure that the relevant software backup securities are taken prior to Shropshire Computers Limited undertaking the Service provision and to ensure that all the equipment and software programs are fully functional after Shropshire Computers Limited has provided the Service, prior to the Shropshire Computers Limited representative’s completion of the relevant task. It is the Customer’s responsibility to ensure all necessary or advisable backups are taken during the term of any contract with Shropshire Computers Limited and Shropshire Computers Limited shall have no liability for any loss or corruption of data and/or any resulting or connected losses (even if indirect) as a result of the same. If Shropshire Computers Limited provides any advice relating to such matters, their liability for such advice will be limited in accordance with clause 10.1.
4.1 The Customer warrants that all sample Files that are provided to Shropshire Computers Limited to enable Shropshire Computers Limited to tailor its Accepted Quote for the provision of the Service and/or the Computer Software are a true representation (meaning that all characteristics will be the same) of the Files that will be managed or processed by the Customer.
4.2 If the warranty in 4.1 is breached by the Customer, Shropshire Computers Limited shall be entitled to vary the Price by a reasonable amount and will as soon as practically possible notify the Customer as to what such variation shall be.
5.1 Shropshire Computers Limited has strict security procedures covering the storage and disclosure of any of the Customer’s confidential information in order to prevent unauthorised access to comply with the DPA.
5.2 Shropshire Computers Limited will in relation to personal data (as defined in the DPA) supplied to it by the Customer not act as data processor on behalf of the Customer and in dealing with it will act only in accordance with the instructions of the Customer as reflected in these Conditions or as given by the Customer to Shropshire Computers Limited from time to time.
6.1 The copyright or any other intellectual property rights in:
6.1.1 any Files shall belong to the Customer; and
6.1.2 any third party documents, materials, data or other information provided by Shropshire Computers Limited in relation to the Computer Software and/or Equipment shall, unless otherwise agreed in writing between Shropshire Computers Limited and the third party, belong to the third party and Shropshire Computers Limited shall, if necessary, use reasonable endeavors to procure for the Customer the right to use those items for the purposes of receiving the Computer Software and/or Equipment.
7.1 Shropshire Computers Limited shall provide such initial training for the Customer and its staff in respect of the use of any system supplied as Shropshire Computers Limited deems necessary. The Customer shall comply with such training, and any failure to do so will entitle Shropshire Computers Limited to charge the Customer with reasonable additional costs which such failure gives rise to.
8.1 Shropshire Computers Limited operates a support desk service from Monday to Friday (inclusive) during normal business hours being 8:30am – 5.00pm excluding weekends and any public and/or bank holidays.
8.2 Shropshire Computers Limited reserves the right to charge for professional services where an aim agreed between the parties has not been achieved due in the reasonable opinion of Shropshire Computers Limited to a Customer obligation not being fulfilled.
8.3 Shropshire Computers Limited will provide telephone support or dial-up support if the appropriate system is in place to enable such support. If on-site support is required, then a charge at the rate as noted within the Accepted Quote or otherwise agreed in writing with the Customer will be applicable.
8.4 Unless otherwise agreed in writing, the Services shall be provided for the Term.
9.1 Risk of damage to or loss of the Goods shall pass to the Customer at:
9.1.1 in the case of Goods to be delivered at Shropshire Computers Limited’s premises, the time when Shropshire Computers Limited notifies the Customer that the Goods are available for collection; or
9.1.2 in the case of Goods to be delivered otherwise than at Shropshire Computers Limited’s premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Shropshire Computers Limited has tendered delivery of the Goods.
9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Customer until Shropshire Computers Limited has received in cash or cleared funds payment in full of the price of the Goods.
9.3 Until payment has been made to Shropshire Computers Limited in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for Shropshire Computers Limited and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by Shropshire Computers Limited and shall insure the Goods against all reasonable risks.
9.4 In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to them under these Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to Shropshire Computers Limited) shall be held by the Customer on behalf of Shropshire Computers Limited. The Customer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on Shropshire Computers Limited’s behalf are identified as such.
9.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Shropshire Computers Limited, but if the Customer does so all money owing by the Customer to Shropshire Computers Limited shall (without prejudice to any other right or remedy of Shropshire Computers Limited) forthwith become immediately due and payable.
9.6 Shropshire Computers Limited reserves the right to repossess any Goods in which Shropshire Computers Limited retains title without notice. The Customer irrevocably authorises Shropshire Computers Limited to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which Shropshire Computers Limited retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 9.3.
9.7 The Customer’s right to possession of the Goods in which Shropshire Computers Limited maintains legal and beneficial title shall terminate if any of Shropshire Computers Limited’s right to terminate set out in clause 11 arise.
10.1 Shropshire Computers Limited’s entire financial liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Customer under the Contract shall, subject to Condition 10.2, be limited to the lesser of the total payment received by Shropshire Computers Limited from the Customer in the twelve months preceding the incident or the actual loss suffered by the Customer save that nothing in these Conditions excludes or limits the liability of Shropshire Computers Limited for death or personal injury caused by Shropshire Computers Limited’s negligence or for fraudulent misrepresentation.
10.2 If the Customer’s loss is recoverable under any relevant insurance policy held by Shropshire Computers Limited and Shropshire Computers Limited considers it commercially reasonable to do so then Shropshire Computers Limited’s liability shall be limited by such sum as is so recoverable.
10.3 Subject to Condition 10.1 neither party shall be liable to the other in respect of any loss of profit, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the other party as a result of an action brought by a third party) even if such loss was reasonably foreseeable and the party incurring the loss had notified the other party of the possibility that such loss would be incurred.
10.4 Although Shropshire Computers Limited will take all reasonable precautions in accordance with good industry practice against computer viruses, it does not warrant that any documents or files transferred to the Customer will be virus free or will not cause interruption to the Customer’s own systems.
10.5 Where Computer Software is arranged by Shropshire Computers Limited to be licensed directly to the Customer, the Customer acknowledges that it has responsibility to comply with the terms of such license and will indemnify Shropshire Computers Limited against any losses, expenses damages or claims which Shropshire Computers Limited may suffer as a result of a breach of such license by the Customer and the Customer further acknowledges that Shropshire Computers Limited does not act as an agent of the licensor in arranging such license.
10.6 Any Equipment supplied by Shropshire Computers Limited to the Customer under the Contract shall not be manufactured by Shropshire Computers Limited and Shropshire Computers Limited will therefore endeavor to transfer to the Customer the benefit of any warranty or guarantee given to Shropshire Computers Limited in respect of such Equipment but will not otherwise be liable for any fault in the Equipment.
11.1 Without prejudice to any other rights to which it may be entitled, either party may give notice in writing to the other terminating the Contract with immediate effect if:
11.1.1 the other party commits any breach of any of the terms of the Contract (other than in respect of the Service Levels) and (if such a breach is remediable) fails to remedy that breach within a reasonable period (as set out in writing by the non-breaching party of receiving that party’s request in writing so to do.
11.1.2 the other party (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the other party or any steps are taken (including, without limitation, the making of an application or the giving of any notice) by the other party or any other person for the appointment of an administrator in respect of the other party, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party or if the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt;
11.1.3 the other party suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract and these Conditions or any other contract between the parties to the Contract and these Conditions, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the other party ceases to trade;
11.2 Shropshire Computers Limited may terminate the Contract with immediate effect by notice in writing if it has reason to believe the Customer is suffering serious adverse financial circumstances.
12.1 Any termination of the Contract howsoever caused:
12.1.1 shall not affect any rights or liabilities which have accrued prior to the date of termination;
12.1.2 shall not affect the coming into force or the continuance in force of any provision of the Contract and these Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.
12.2 All payments due under the Contract shall become due immediately upon termination and Shropshire Computers Limited will issue the Customer with a final invoice (which shall also be immediately due and payable) covering all outstanding charges under the Contract.
13.1 Neither party shall assign the Contract or any part of it without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed except that Shropshire Computers Limited may assign its rights to receive any payments under the Contract to any party.
14.1 Neither party shall, and shall procure that its associates (as that term is defined in Section 435 of the Insolvency Act 1986) shall not, for the duration of the Contract and for a period of one year after its termination (unless agreed in writing by the other party):
14.1.1 solicit or endeavour to entice away from the other party any of the other party’s staff involved in providing the Services, or
14.1.2 employ or engage or attempt to employ or engage or negotiate or arrange the employment or engagement by any other person firm or company of any of the other party’s staff involved in connection with the Contract.
15.1 Shropshire Computers Limited and the Customer shall use all reasonable endeavours to resolve any dispute arising in connection with the Contract. In the event that such a dispute cannot be resolved, the matter shall be determined by the English Courts.
16.1 Shropshire Computers Limited reserves the right to vary the terms of the Contract (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Shropshire Computers Limited including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, then Customer shall be entitled to give not less than 30 days’ notice in writing to Shropshire Computers Limited to terminate the Contract.
17.1 All notices between Shropshire Computers Limited and the Customer about a Contract must be in writing and delivered by hand or sent by pre-paid first class post, email transmission to the registered office address of the recipient or such other address as shall be notified to the other party.
17.2 Notices shall be deemed to have been received:
17.2.1 if delivered by hand, on the day of delivery;
17.2.2 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays within the UK) after posting (exclusive of the day of posting); or
17.2.3 if sent by Email transmission on a working day prior to 16:00, at the time of transmission and other wise on the next working day.
18.1 Each right or remedy of each party under the Contract is without prejudice to any other right or remedy of that party whether under the Contract or not.
18.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
18.3 Failure or delay by either party in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
18.4 Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
18.5 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
18.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
Monday ~ Friday
08:30 am ~ 05:00 pm
Saturday ~ Sunday
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