General Conditions of Sale and Service
These Conditions alone shall govern and be incorporated in every Contract for the sale of Services by Amanet, (hereinafter referred to as the Company) to any Client.
In these Terms and Conditions:
“The Company” means Amanet
“Conditions” means the Terms and Conditions of Sale and Service set out in this document, and includes any special terms and conditions agreed in writing between The Client and The Company.
“The Client” means the person or organisation that buys, or agrees to buy, Services from The Company.
“The Contract” means the contract for the purchase and sale of Services and the schedule for delivery.
“Services” means the services provided as specified in The Contract, including installation, configuration, design, development, programming and support or any part thereof which The Company is to provide in accordance with The Contract.
“System” means any computer network or part thereof provided by The Company
“Project” means any website, database, code or part thereof provided by The Company.
“Price” means the price for the Services.
2. Conditions Applicable
2.1 The headings in These Terms and Conditions are for convenience only and shall not affect their interpretation.
2.2 All contracts for sale made by The Company are subject to these Terms and Conditions, unless excluded or varied by express written agreement between The Company and The Client.
2.3 The Company accepts The Client’s order for Services upon these Conditions, to the exclusion of any printed Terms and Conditions of The Client which shall not form part of the agreement.
2.4 Provision of Services by The Company shall be conclusive evidence before any Court or arbiter that these Conditions apply thereto.
2.5 No variation to these Terms and Conditions shall be binding, unless agreed in writing between The Client and The Company.
2.6 Any advice or recommendation given by The Company or its employees or its agents to The Client or its employees or agents as to the maintenance, application or use of the Systems provided, which is not confirmed in writing by The Company, is followed or acted upon entirely at The Client’s risk and accordingly The Company shall not be liable for any such advice or recommendation which is not so confirmed. These Conditions, (as modified in accordance with 2.5) are the entire understanding of the parties and supersede any prior promises, representations or undertakings. This shall not exclude any liability in respect of any statement made fraudulently by either party prior to the date of The Contract.
2.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, and acceptance of offer, invoice or other document issued by The Company shall be subject to correction without liability on the part of The Company.
3. Orders and Specifications
3.1 Any orders given verbally, (i.e. not in writing) must be immediately confirmed in writing by The Client, otherwise The Company can not accept liability for wrong interpretation or delay in proceeding with the order. When The Client’s urgency does not allow sufficient time for the written confirmation to be received, The Client will be liable for any error arising.
3.2 The Client shall be responsible to The Company for ensuring the accuracy of the terms of any order, (including any applicable specifications submitted by The Client) and for giving The Company any necessary information relating to the Services within sufficient time to enable The Company to perform The Contract in accordance with its terms.
3.3 No order which has be accepted by The Company may be cancelled by The Client except with the agreement in writing of The Company and on terms that The Client shall indemnify The Company in full against all loss, (including loss of all profits) costs, (including the cost of any labour and or materials used) damages, charges and expenses incurred by The Company as a result of the cancellation.
4. Price and Payment
4.1 Service Prices are subject to alteration with 7 days notice and The Company reserves the rights to invoice at the Price ruling on the date of invoice. This clause applies if there is any increase in the Price or the cost to The Company by reason of any foreign exchange fluctuations, currency regulations, rates of insurance, alterations and duties, or importation variations in the cost of raw material, or labour or utilities, or transport or by reason of any cause beyond the control of The Company.
4.2 Terms of payment are strictly net if not agreed separately in writing or marked on the front of the invoice.
4.3 Payment shall be made within 14 days of invoice, if not agreed separately in writing or marked on the front of the invoice, notwithstanding that Services may not have supplied. Time for payment of the Price shall be the essence of The Contract.
4.4 If the full Price, (including any VAT, expenses, etc) of any Services supplied by The Company shall not be paid when due, The Company may, at its own discretion, suspend future Services under the same or any other contract existing between The Company and The Client, until such Price is paid in full, with accrued interest, such interest to be calculated by reference to the sub-clause 4.5 below. Such suspension shall not derogate from the right of The Company to terminate The Contract for non-payment of the Price or from any other right available to The Company.
4.5 The Company may charge The Client with interest on all overdue accounts under the terms of the Late Payment of Commercial Debts (Interest) Act 1998, payable at the prescribed rate of 8% above the base rate.
4.6 The Price is exclusive of VAT, and any expenses will be charged separately.
5.1 Any dates quoted for supply and completion of Services are business estimates only and, unless otherwise expressly stated and agreed by The Company in writing, The Company cannot be held liable if Conditions do not allow the Company to comply with these estimates. The Company will endeavour to provide accurate estimates of timescales based on the information available at the outset of any contract and will work with the best intentions to meet these requirements.
5.2 The Company will not be liable in any circumstances for the consequences of any delay in implementation or failure to implement due to any act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, shortages of labour, materials, power or other resources, governmental order or intervention, or any other cause whatever beyond The Company’s control or of an unexpected or exceptional nature.
5.3 Where Services are to be provided in instalments, each instalment shall constitute a separate contract, and failure by The Company to deliver any one of more instalments in accordance with these Conditions, or any claim by The Client in respect of any one or more instalments, shall not entitle The Client to treat The Contract as a whole as reputed.
5.4 No delay shall entitle The Client to cancel or repudiate The Contract.
5.5 Where the Company has agreed to provide Services at an address nominated by The Client, unless the Price is stated as being inclusive of travel and accommodation costs, such costs shall be for The Client. If for any reason a Company employee is unable to gain access to premises or equipment essential for the provision of Services, and this lack of access is the fault of The Client, then The Client shall be liable for any costs incurred and The Company shall not be liable for any delay as a result of such inaccessibility.
5.6 Where Client data is required to be either transferred onto or maintained on a network installation, the Client will be responsible for maintaining a backup of all data before installation commences. The Company accepts no responsibility for loss of data during network transfer or installation.
6. Warrants and Liability
6.1 Subject to the Conditions set out below, The Company warrants that Services supplied will, at the time of implementation and for the duration of any support contract, correspond to the mandate provided by The Company and will be of a satisfactory quality. All Services will be carried out with reasonable care and skill.
6.2 Services shall be deemed to have been provided in accordance with The Contract and Systems configured as specified and to The Client’s satisfaction unless The Company receives written notification to the contrary within 7 days of completion. If The Company is satisfied that the Services or any part thereof were improperly provided as aforesaid The Company’s liability shall be limited to making good the provision of Services as specified, but not further or otherwise.
6.3 The Company shall be under no liability for loss of software, application programs, or computer held data of any kind, and nor can The Company provide any warranty on the functionality or compatibility of any third party software.
6.4 The Company shall be under no liability in respect to any failure of network operation arising from any design specification provided solely by The Client and without reference to The Company.
6.5 The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow The Company’s instructions, misuse or alteration or repair of The Systems without The Company’s approval.
6.6 The Company shall be under no liability under the above warranty, (or any other warranty, condition or guarantee) if the total Price for the Services has not been paid by the due date for payment.
6.7 The Company shall be under no liability under the above warranty if The Client fails to provide The Company with written notification of any defect within 7 days of the identification of the defect or when The Client should have identified the defect.
6.8 The Company shall be under no liability in respect of any defect arising out of the actions of a third party without the consent of The Company.
6.9 In respect of a warranty claim by The Client, The Company shall require The Company to provide access to an employee or agent of The Company for an examination to be undertaken. The Company will rectify any problems providing that, in the opinion of The Company, The Systems have not been tampered with or subjected to improper treatment, or such problems do not arise from matters related to 6.3 above.
6.10 Except in respect of death or personal injury caused by The Company’s negligence, The Company shall not be liable to The Client by reason of any representation or any express or implied warranty condition or other term or any duty at common law, statute or under the express terms of The Contract for any consequential loss or damage, (whether for loss of profit or otherwise) costs, expenses, or other claims for consequential compensation whatsoever, (and whether caused by the negligence of The Company, its employees or its agents or otherwise) which arise out of or in connection with the supply of Services or in their use except as expressly provided in these Conditions.
6.11 If not withstanding the above provisions of condition 6, The Company is found liable for any loss or damage suffered by The Client, that liability shall in no event exceed the Price of The Services or the maximum liability insurance cover.
6.12 In no event shall The Company be liable for the following loss of damage.
i) Economic loss which shall include loss of profit, business revenue, goodwill and anticipated savings.
ii) Damages in respect of special, indirect or consequential loss or damage of any kind.
iii) Any claim made against The Client by any other party or person.
iv) Any liability for any additional or consequential loss of any kind whatsoever is hereby excluded. The Client is accordingly advised to take out appropriate insurance.
6.13 If The Company fails to provide the Services for any reason other than any cause beyond the company’s reasonable control, or The Client’s fault, and The Company is accordingly liable to The Client, The Company’s liability shall be limited to the excess (if any) of the costs to The Client (in the cheapest available market) of similar Services to replace those not provided over the Price of the Services.
6.14 The Company accepts no liability for loss of Client data during any stage of implementation. It is the Clients sole responsibility to back up all data prior to any network installation or reconfiguration.
7. Force Majeure
Any contract may be cancelled or suspended in whole or in part by The Company without liability on its part for any loss or damage arising directly or indirectly from such a cancellation or suspension or if The Company is prevented or hindered from carrying out The Services as a result of; any industrial action, act of God, war, civil commotion, legislation, break down of machinery, inability to obtain supplies, equipment, fuel, power, components or transportation; accidents, government action, Force Majeure or any other cause over which The Company has no control.
8. Future Contracts
If subsequent to any Contract of Sale which is subject to these Conditions another Contract of Sale is made with the same Customer without express reference to any conditions, such a contract, howsoever made, shall be deemed to be subject to these Conditions.
9.1 If The Client shall make default in or commit any breach of its obligations or if The Client shall commit any act of bankruptcy or shall have any execution or distress levied upon any of its goods or property or, being a Limited Company, if any resolution or petition to wind up its business shall be passed or presented or if a receiver of the whole or any part of its undertaking, property or assets or any part thereof shall be appointed, The Company shall have the right forthwith to re-determine any contract then subsisting without prejudice to any claim or right The Company might otherwise make or exercise.
9.2 If The Client defaults in payment of any sum due hereunder or is overdue with any payment, The Company shall have the right forthwith to re-determine any contract then subsisting or suspend provision of Services without prejudice to any claim or right The Company might otherwise exercise.
The Company’s rights and remedies shall not be prejudiced by any indulgence or forbearance to The Client and no waiver by The Company of any breach by The Client shall operate as a waiver of any subsequent breach.
Any notice required to be given hereunder in writing shall be deemed to have been duly given by The Company if sent by paid first class post, facsimile or email addressed to the party concerned at its principle place of business or last known address.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable at law in whole or in part the validity of the other provisions of these Conditions and the remainder of these provisions in question shall not be affected thereby.
The Client will have no right of set-off, statutory or otherwise.
14. Intellectual Property
14.1 Any Intellectual Property and any materials produced remain the property of The Company. The Client acknowledges that any and all Intellectual Property Rights in respect of the Services delivered within the Contract are and shall remain the sole property of the Company.
14.2 The Client undertakes that it shall not during or at any time after the completion, expiry or termination of this Contract, in any way question or dispute the ownership by the Company of the intellectual property rights in any website, computer code, network structure and / or goods and / or design and materials.
14.3 Upon delivery of the goods to the Client, the Company grants to the Client a non-exclusive, non-transferable licence to use the web site, computer code, network structure and/ or goods (or the relevant part) for its own internal business purposes.
14.4 The Client may not grant sub-license of any computer code, design materials, website, network structure or any of the goods provided as part of the Contract.
14.5 Without prejudice to any other rights available to The Company, the Company may terminate the licence guaranteed under clause 14.3 if the Client fails to pay any sums due to the Company on its due date for payment.
15. English Law and Jurisdiction
This contract will be construed according to the laws of England and any dispute between the parties will be subject to English law. The parties submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising under or connected with this contract.
16. Third Party
No term of this agreement shall be enforceable under the contracts (Rights of Third Parties) Act 1999 by any third party.