Home / Terms & Conditions (Updated Jan 2022)

All work is carried out under our Terms and Conditions. Should there be any conflict between our terms and yours, our terms take precedence.

These terms are supplemental to the General Terms and Conditions of Software Hardware and Consultancy Supply (the “General Terms”)

1. Agreement to Supply
1.1. We agree to supply the hardware set out in the quotation for the price set out in it and subject to the General Terms and these terms and conditions.

2. Conformity with Description and Warranties
2.1. Where you have purchased goods that are sold by a specific description, or where it states in the quotation that we have not specified the goods, we warrant that the goods conform with that description, but we do not warrant that they are fit for any particular purpose.
2.2. Where it states in the quotation that we have specified the goods, we accept liability in respect of that specification (including, but not limited to, our warranty that they are fit for any particular purpose) only to the extent that, in the circumstances and in view of everything which you had told us by the time we accepted the order, no reasonable professional in our position could have specified those goods.
2.3. We exclude to the maximimum extent permitted by law all implied warranties and conditions.

3. Retention of Title
3.1. Title to any goods does not pass until all sums owed by you to us (whether under this agreement or otherwise) are paid.
3.2. Until title to any goods passes, you agree to keep them separately from your other goods and marked to indicate that we still possess title to them.
3.3. You grant us an irrevocable licence to enter any of your premises where those goods are stored to repossess them if you are in breach of any payment terms of this agreement.
3.4. If we repossess any goods pursuant to clause
3.3 above we may make arrangements to re-sell them in any reasonable way (including public auction) or take them back into stock in which case we will credit you with the resale we achieve (less any costs of re-sale and repossession) or an equivalent value of resale if we decide to take them back into stock (we will make a reasonable calculation of the equivalent value on the basis that the goods would be sold as second hand).

4. Delivery
4.1. The price given in the quotation is, unless written otherwise, for supply of the goods from our premises, and does not include delivery.
4.2. If you collect the goods or arrange for a carrier to collect the goods on your behalf you will become responsible for the goods (whether or not you have become the legal owner under clause 3 above) as soon as they are collected.
4.3. If we have agreed in writing to deliver the goods, you will become responsible for the goods (whether or not you have become the legal owner under clause 3 above) as soon as we have delivered them to you. If we use a carrier to deliver them, we shall be liable for damage or shortfall up to the point of delivery to you provided that:
4.3.1. the damage or shortfall is notified to us and to the carrier (in writing) within three days of the delivery AND the goods have been signed for as not examined AND you have handled them in accordance with the carrier’s conditions; OR
4.3.2. (if the goods have not been delivered at all) you notify us and the carrier (in writing) within three days after the scheduled delivery date.
4.4. Unless you inform us otherwise within three days of receipt of the goods, you will be taken to have accepted as received in good condition all the goods contained in that consignment.

5. Installation and On Site Repair
5.1. The price given in the quotation does not, unless written otherwise, include installation and servicing.
5.2. If we agree to install or service or repair any goods at a place where you specify (“the Area”), the following will apply (unless obviously irrelevant):
5.2.1. you are responsible for ensuring that any surfaces to which the goods are to be affixed are in a sound condition;
5.2.2. you must provide us with a safe suitable electrical supply at the Area;
5.2.3. you must give our workers unhindered access to the Area;
5.2.4. you must make sure that the Area is safe;
5.2.5. you must provide us with suitable services (e.g. cooling water) at the Area; and
5.2.6. you will (or you will arrange that someone will) be available to let us in at the time we have arranged.
5.3. If we cannot carry out the installation, servicing or repair, or if it takes longer than usual because you have not done any of the above, we may charge you for any lost time or additional expense we incur as a result.

6. Warranty
6.1. This warranty is not a maintenance agreement. Our standard maintenance agreement provides a greater level of cover. If we have agreed to provide or arrange maintenance this is on the basis of our (or our maintenance provider’s) standard maintenance terms, this warranty does not apply.
6.2 This warranty only applies to goods manufactured by us (if we have supplied another manufacturer’s goods you may be covered by a warranty from that other manufacturer). This warranty is only between you and us and the benefit of it may not be transferred to any other person. All warranty claims must be made by you directly to us. We agree (at our discretion) to replace, repair or issue a credit note in respect of any of the goods manufactured by us or remedy any services which we supply and which are found to be defective in materials or manufacture, provided that you let us know the full details in writing within 7 days of discovering the defect.
6.3. For items other than consumables, this warranty lasts for twelve months from the date of invoice. This warranty does not cover consumables. Where we make replacements or repairs under this warranty, the warranty which applies to such replacements or repairs extends only to the unexpired balance of warranty at the time of such replacement or repair.
6.4. “Consumables” includes laser printer drums, toner, ink, ribbons, paper, print heads and any other items for which it would be reasonable to expect replacement during the lifetime of the goods in question.
6.5. This warranty only applies where you are not in breach of this agreement and where you have only used the goods in accordance with any instructions supplied. This warranty does not apply where you have removed, tampered with or defaced any seals, notices or warning labels on the goods.
6.6. This warranty only applies where the defect has not arisen because of neglect, abuse or failure to follow instructions, and where the goods have either been repaired or tampered with by a third party not authorised by us (which includes you).
6.7. If we opt to replace defective goods or services, but an exact replacement is not readily available, we agree to make the replacement with goods or services of similar or better quality. In any case, the replacement or repair may be with quality reconditioned or remanufactured parts. The faulty parts become our property on removal and any replacement parts become your property on installation.
6.8. We may provide you with temporary parts or fixes because a complete repair is not immediately available. In this case, the temporary parts remain our property and you agree to take good care of them. You agree to comply with all reasonable instructions we may give you in relation to them.
6.9. Unless you are eligible for an on-site warranty visit as described below, you are responsible for ensuring that the goods reach us safely (at your cost). YOU MUST ONLY RETURN GOODS AFTER HAVING CONTACTED US AND RECEIVED AUTHORISATION. WE MAY QUOTE YOU A “RETURNS AUTHORISATION” NUMBER IN WHICH CASE IT MUST BE CLEARLY DISPLAYED ON THE OUTSIDE OF THE PACKAGING.
6.10. If we installed the goods or performed the services at a site within the UK and you are the end-user and purchased the goods or services directly from us, we will visit that site to fulfil our obligations under this warranty. IF WE VISIT THE SITE AND WE FIND THAT THE DEFECT IS NOT COVERED BY THIS WARRANTY, OR IS SIMPLY A FAILURE TO FOLLOW INSTRUCTIONS WE MAY CHARGE YOU FOR ANY TIME WASTED. We suggest that you contact us before asking us to make an on-site warranty visit and give us the full details of the problem so that we are not involved in a wasted journey.
6.11. If a customer has not bought the goods directly from us our warranty does not extend to making on-site visits and the customer should approach the person from whom they obtained the goods.
6.13. This warranty does not extend to configuration or installation of software or recovery of lost or corrupted data. (Configuration and installation services may be available under our Maintenance Terms).
6.14. You should take regular, verified backups of all software and data and to store them off-site as we do not accept liability for lost, corrupted or inaccessible data.

7. Safety and Disposal
7.1. You agree to use the hardware in a way that is safe and to comply with instructions as to its installation, operation and disposal.
7.2. You agree not to remove, deface or obscure any safety warnings or seals.
7.3. You agree to transfer all safety instructions, labels etc. with the goods if you give possession of them to any other person and to make sure that other person complies with them.
7.4. You agree to allow the goods to be operated, installed, configured or repaired only by suitably qualified and trained people.
7.5. You agree that you will dispose of the goods at the end of their useful life in a safe and responsible way.

8 Third party rights
8.1 These terms do not confer any rights on third parties as provided for under the Contracts (Rights of Third Parties) Act 1999 or any similar or subordinate legislation and it is not the intention of the parties to confer such rights.
Our services are subject to our General Terms of Hardware, Software and Consultancy Supply. The following additional terms are specific to the Web Space & Email product:

1. The agreement is subject to a 1 month rolling contract.
2. Should you wish to cancel the agreement you must give us a minimum of 1 calendar months notice in writing (starting from the date of our receipt of the cancellation).
3. As part of the agreement we will supply a holding webpage for your domain free of charge. We reserve the right to advertise our hosting of your domain within or on this page.
4. There is a minimum amount of space on any userid account (email or FTP/Web) under this agreement of 2 megabytes.
5. This agreement is to include any reasonable administration of the service, however should administration of this be beyond what we term as reasonable then we reserve the right to charge for this under our standard hourly rate.
6. The entire service is subject to a minimum monthly charge as detailed within our costs detailed previously.
7. Prices are subject to change and availability. We will give you 1 months notice before changing or suspending service.
8. No internet connectivity (dial-up/adsl etc) is provided with this service.
9. No domain name hosting is provided with this service.
10. The sending of unsolicited bulk email (spam) from our system is prohibited. Any account used for this purpose will be cancelled and your service terminated immediately.
11. The web space must not be used to publish illegal, adult or inflammatory content. Any sites found to be breaking these rules will be immediately shutdown.
These terms are supplemental to the General Terms and Conditions of Software Hardware and Consultancy Supply (the “General Terms”) 1. Agreement to Supply 1.1. We agree to provide you with the consultancy (“consultancy”) services detailed in the quotation at the price set out in it. (“the consultancy agreement”) The quotation will have appended to it a set out terms of reference which define the scope of the consultancy. 2. Standard of Care 2.1. We agree to perform the consultancy with the care and skill to be expected of a competent consultant carrying out work of a nature similar to the consultancy, and in all the circumstances surrounding it. 2.2. Unless it explicitly states in the terms of reference that we are providing independent consultancy services, consultancy may involve advising on solutions provided by suppliers with whom we have a relationship. However, even where we are not providing independent consultancy services, our advice will take into account your needs and requirements (as you have told them to us). 3. Charges 3.1. Unless otherwise stated, our charges do not include hotel accommodation, subsistence or travel costs for staff which we supply to you which will be charged to you (with the addition of VAT, if appropriate) at cost. 4. Additional Services 4.1. We may be prepared to carry out additional consultancy services to you but these will be carried out on a time and materials basis at our usual hourly rate. 5. Intellectual Property 5.1. Where we create any intellectual property at your request or pursuant to the provisions of this agreement, you are granted a limited licence to use that intellectual property for your own internal purposes. 5.2. This agreement is not intended to transfer the title to any intellectual property to you and your licence to use any intellectual property as referred to in clause 5.1 above is: 5.2.1. dependent upon you having paid all outstanding sums due to us under this agreement or otherwise; 5.2.2. dependent upon you accepting an obligation to reproduce faithfully our copyright symbol or legend on all copies of the intellectual property which you make; and 5.2.3. not sole or exclusive. 6. Provision of Assistance 6.1. You agree to provide us with all reasonable assistance and facilities to enable us to carry out the consultancy, including: 6.1.1. (if the consultancy is to take place on your site) providing our staff with suitable office space and facilities; 6.1.2. (if the consultancy includes presentation), providing us with a suitable room to perform the consultancy, together with appropriate AV equipment and refreshments. 6.1.3. providing us with access to the hardware, software and data which we reasonably require to carry out the services; 6.1.4. Unless specifically stated in the quotation, this Agreement does not oblige us to install, configure, reinstall or reconfigure any software or to reinstate or reload any data and our obligation under it is limited to the terms of reference. You acknowledge that our activities may result in the corruption or erasure of software or data and you must therefore ensure that you keep careful, up-to-date verified backups of software and data using a rotation system and regularly replaced media. 6.1.5. carrying out our reasonable instructions relating to the installation, running and testing of any software on your computer equipment. (note: it may be that the consultancy work requires downtime on your equipment. If this is the case, unless we have priced for out-of-hours consultancy, we shall expect you to schedule for reasonable amounts of down-time during working hours); 6.1.6. providing us with information and access to your staff which we may reasonably require to carry out the services. 6.2. You agree not to change the location where the consultancy is carried out without our written consent. 7. Staff 7.1. We do not guarantee that we can supply specific, named, staff to perform the consultancy work 8. Copyright 8.1. You confirm that you have, and will throughout the subsistence of this consultancy agreement, continue to maintain valid copyright and other intellectual property licences in relation to all third party computer programs which are the subject of this consultancy agreement so that no one working under this consultancy agreement will infringe any third party copyright or other intellectual property right in carrying out the consultancy. 9. Termination 9.1. In addition to the termination provisions set out in the General Terms, we may terminate this consultancy agreement by notice in the following circumstances: 9.1.1. if any sums you owe to us remain outstanding after they became due; or 9.1.2. in the event that the you fail to provide the staff supplied to you under this agreement and working on your premises (or premises specified by you) with a safe system of work or require that that member of staff works in conditions or with equipment which are in any way unsafe or hazardous or if you otherwise act unreasonably so as to delay for a significant period of time our completion of the services. 9.2. You may terminate this consultancy agreement in the following circumstances: 9.2.1. if any of our staff fails to attend for a period of not less than four (4) consecutive working days unless you authorise the absence in advance or it is due to sickness or injury; 9.2.2. if any of our staff commits any act of gross misconduct as defined in your reasonable site rules; or 9.2.3. if any of our staff proves in your reasonable opinion to be unsuitable to carry out work required under this consultancy agreement and we have been unable to provide a suitable replacement within 10 working days after you have notified us of their lack of suitability 9.3. PROVIDED THAT in the case of each of the cases referred to in clauses 9.2 above you may not terminate this Agreement unless and until the matter has been referred to the Grievance Procedure referred to in the General Terms and you have not found the outcome satisfactory. 10. Liability 10.1. Unless specifically stated otherwise in the quotation, we shall not be liable for any physical loss or damage to your hardware or software or other equipment nor for any loss (including loss of business profits), damages, claims or expenses of whatever nature whether direct or consequential arising directly or indirectly as a result of such physical loss or damage or of programming or other error by us in carrying out the consultancy or for any claim whether by you or your employees, agents or customers arising out of any of our acts or omissions or those of any of our staff caused by reason of negligence or breach of duty in excess of [the total amount paid by you to us under this agreement over the year immediately preceding such a claim]. 11. Third party rights 11.1 These terms do not confer any rights on third parties as provided for under the Contracts (Rights of Third Parties) Act 1999 or any similar or subordinate legislation and it is not the intention of the parties to confer such rights.
We have in-house expertise in the area of Software Development/Programming, so we can tweak your software by designing bespoke software modules that will enable you to fulfill your needs. We currently develop in the following programming languages: Visual FoxPro C# Visual Basic/VBA Visual C++ MS Access MS SQL MySQL PHP HTML/CSS JavaScript If you require a bespoke application or an add-on to an existing application designed, please call 01542 84112.
BY OPENING THIS ENVELOPE AND USING THE SOFTWARE ENCLOSED IN IT YOU ARE ACKNOWLEDGING THAT YOU ARE A LEGAL LICENSEE OF THE SOFTWARE. IF YOU ARE NOT A LEGAL LICENSEE OF THE SOFTWARE YOU MAY NOT INSTALL IT, LOAD IT OR USE IT. IMPORTANT: UNLICENSED USE OF COPYRIGHT SOFTWARE IS ILLEGAL AND CAN RESULT IN CRIMINAL PROCEEDINGS. WE TREAT SOFTWARE PIRACY SERIOUSLY AND WILL NOT HESITATE TO USE ALL LEGAL MEANS AVAILABLE TO STOP IT 1. Licence 1.1. This Licence contains the terms on which we permit you to use the Software. It is not a contract or an agreement. 1.2. You only have a right to use the Software in two cases: 1.2.1. The Software has been licensed to you by us or by our authorised distributor; or 1.2.2. You have received a valid assignment of this licence from someone else (“a Former Owner”). 1.3. If you do not have a right to use as set out above, you must not use this software, or attempt to assign or grant any licence to anyone else. If you attempt to do so, you will be breaking the law and you may be pursued for damages, an injunction and you may also be subject to criminal proceedings. 1.4. If you received the Software from a Former Owner, you cannot obtain any greater rights to use the Software than they themselves had. If you fail to obtain the rights you expected, your remedy will be to issue proceedings against the Former Owner. For example, if the Former Owner did not hold a valid licence you will obtain no rights to use the Software from him or her. 1.5. NOTE THAT THE SOFTWARE MAY CONTAIN DISABLING DEVICES DESIGNED TO PREVENT ITS UNLICENSED OPERATION. 2. Grant Of Licence 2.1. If you have a valid right to use as set out above, you may use the software providing the use falls within the permitted uses set out below, and for no other purposes. Your licence is non-exclusive and does not permit you to sub-license. 2.2. The only right that this Licence grants you is to prevent us from pursuing legal proceedings against you for breach of copyright if you are using the Software within the terms of the licence. Any other rights you may have against us arise only (1) through a valid contract (if any) concluded between you and us; and (2) through operation of law. Because this is not a contract, it cannot contain any warranties and none can be construed from it. 3. Types Of Licence 3.1. This Licence will fall within one of the following categories. Because each successive holder of this Licence can gain no more rights than the previous holder, the category will be that under which the licence was obtained by the first legitimate holder of it. Details of that category will be contained on the Licence Certificate granted to the first holder. NOTE THAT POSSESSION OF THE LICENCE CERTIFICATE IS NOT CONCLUSIVE PROOF OF A VALID LICENCE. IT IS MERELY EVIDENCE OF THE RIGHTS GRANTED TO THE FIRST HOLDER OF THE LICENCE. 3.2. Use Categories 3.2.1. Single user: The Software may only be loaded onto one system unit and must not be configured so that it is possible for it to be used from any other system unit (except by using remote access products). It must not, in any event be possible for more than one person to use the software simultaneously. 3.2.2. Multiple user: The Software may be only loaded onto, at most, the number of system units specified in the Licence Certificate. It must not be configured so that it is possible for it to be used from any system units other than those onto which it is validly loaded (except by remote access products). It must not, in any event, be possible for more than one person to use it simultaneously. A multiple user licence can only be assigned in its entirety, and any purported assignment of a sub-set of the number of users is void. 3.2.3. Site Licence: The Software can be loaded onto all System Units located at the site specified on the Licence Certificate and used by any number of users located at that site. It must not be used from any remote location (whether by remote access software or otherwise), for which an additional licence is required. If you hold a Site Licence and wish to assign it you may only do so on the basis that either (1) the Site to which the licence refers remains the same; or (2) if you wish to use the Software at a different location, the Licence reverts to a Single user licence. In the latter case, you are advised to amend the Licence Certificate to read “single user” so as not to mislead any future licensees. 3.2.4. Network licence (limited user): The Software may be loaded onto a network server provided that it cannot be used simultaneously by more than the number of users specified in the licence certificate. 3.2.5. Network licence (unlimited user): The Software may be loaded onto a network server and may be used by any number of users within your organisation. 3.3. Duration Categories 3.3.1. Indefinite Licence: An indefinite licence expires upon the expiry of Copyright in all elements of the Software (unless it terminates earlier pursuant to a breach of this Agreement) 3.3.2. Periodic Licence: A periodic licence expires automatically at the end of each period referred to in the Licence Certificate, unless it is renewed by the payment of relevant licence fees to us. Note that in the case of a periodic licence the obligation to pay licence fees rests with the original owner unless we have entered into a contract with you to the contrary. Your contractual obligation to pay any licence fees does not assign with this Licence and remains in full force and effect unless we agree to the contrary. 4. Permitted and Restricted Uses 4.1. In addition to the uses permitted by the category into which the Licence falls, the following also apply: 4.2. Permitted Uses 4.2.1. Backups: To make a reasonable number of backup copies of the software. 4.3. Restricted Uses 4.3.1. Decompilation: You are advised that before embarking on any attempt to decompile or reverse engineer the software you must contact us and give us information as to (1) why you wish to decompile the Software; (2) details of the programs you wish to cause the Software to interoperate with; (3) details of the precise information you require to enable the interoperability to take place and (4) your name, address, and sufficient information to enable us to be reasonably sure that you are a legal licensee of the Software. If we are satisfied that the proposed decompilation falls within the relevant criteria such that we cannot restrict it within the terms of the Copyright Designs and Patents Act 1988 (as amended) we shall make the information required readily available to you at a price, and on reasonable terms as to confidentiality etc. 4.3.2. YOU ARE GRANTED NO RIGHT TO DECOMPILE or REVERSE ENGINEER THE SOFTWARE. 5. Assignment 5.1. If you assign this licence you are advised to give the Licence Certificate to the assignee and to give them evidence that you are a valid assignor. Once you have assigned this licence, you no longer have a right to use the software and you should destroy any copies you have of the Software (or give them to the assignee) as you will be in breach of copyright by using them or loading them. 5.2. You are reminded that termination or assignment of this licence does not necessarily result in the termination or assignment of any contract you may have with us (see the contract’s terms as to whether that is the case). 6. Termination 6.1. This Licence will terminate automatically if you breach of any of its terms. 6.2. This Licence will terminate automatically if the original licensee breaches any term of the agreement under which it was granted, or if that agreement otherwise provides that this Licence terminates. 6.3. Upon termination all rights you have to use and assign the software will cease. 7. Definitions 7.1. “We” and “Us” and connected terms means the Licensor as defined in the Licence Certificate 7.2. “You” means the person seeking to use the Software 7.3. “Use” means to cause the Software (or part of it) to run, but does not, unless explicitly stated on the Licence Certificate or otherwise in writing by us, include processing any data or providing bureau or similar purposes for any other person. It expressly excludes any form of rental (as defined within the Copyright (Computer Software) Directive 1992). Rental also includes accepting any reward for permitting anyone else to use the Software. 7.4. “Software” means the software (including object code, libraries, supporting data, sample data, help files, instructions and manuals) licensed by Us. 7.5. A “user” as well as a person includes another program or macro or other automated process which uses the Software. 7.6. “Loaded” means copied onto the fixed disk or other storage device using the installation routine supplied with the software and configured for use 7.7. A “system unit” includes a stand-alone computer system including processing unit (which may or not contain multiple processor chips), data entry device (such as keyboard or microphone) and an output device (such as screen, printer or loudspeaker). It includes network computers and terminals. 7.8. Use is still “simultaneous” within the meaning of this Licence if two or more instances of the Software are running but the operating system or hardware is time-slicing the different instances. 7.9. “Network server” includes multiple network servers or disk arrays with direct network connectivity. 8. Law 8.1. This Licence is to be construed in all respects under UK Law. 9. Third party rights 9.1 Save as expressly stated, these terms do not confer any rights on third parties as provided for under the Contracts (Rights of Third Parties) Act 1999 or any similar or subordinate legislation and it is not the intention of the parties to confer such rights.
1. General Terms 1.1. “We” and “us” means A P Systems 1.2. “You” means the person (which includes a company or other business) contracting to obtain goods, software licenses, or services from us 1.3. Where “you” means more than one person, each one of you is responsible, individually, for each of the obligations of all of you under this agreement. 1.4. We agree to supply you with the goods, software licenses, or services (as appropriate) for the price and subject to the terms set out in the quotation, in this agreement, and in the other documents referred to in this agreement (as appropriate). 1.5. In this agreement, “staff” includes employees and sub-contractors. 2. The Agreement 2.1. These terms and conditions (including documents specifically referred to in it) are the whole of the terms and conditions governing the agreement between us, unless we both agree to any amendments in writing. 2.2. “this agreement” means (in reverse order of precedence): 2.2.1. these terms and conditions; 2.2.2. terms and conditions referred to in this agreement; 2.2.3. documents explicitly referred to in the quotation; 2.2.4. the quotation; and 2.2.5. amendments to the agreement agreed in writing. 2.3. Where there is any conflict between different parts of the agreement, the item having the higher order of precedence referred to in clause 2.2 above shall prevail. 2.4. You confirm that you have told us everything you know or suspect which may make the goods or services significantly more difficult for us to make or carry out. 2.5. You confirm that you have checked the specifications set out in and attached to the quotation and that they are correct. 2.6. We cannot be held responsible for any statements we have not confirmed in writing. (Customers who have been given quotations by sales staff from different companies have become mistaken as to which sales person from which company said what. If in doubt, ask us and we will respond in writing). If the quotation contains that statement, or explicitly refers to the document containing it, then it becomes part of the contract and we will accept responsibility for it (subject to these terms and conditions). 3. Definitions 3.1. Any rule of interpretation that is contrary to common sense does not apply to this agreement. Any part of these terms and conditions, or any terms and conditions referred to in it which is in italics (like this) is not part of it, but is simply a comment. 3.2. Paragraph headings are merely a guide and are not intended to be a part of this agreement. 4. Quotations 4.1. A quotation does not amount to a contractual offer and is an indication that we may be willing to supply at a particular price. 4.2. In any event, no quotation is valid after 30 days of its issue. 4.3. No price specified in the quotation or elsewhere includes VAT or other applicable taxes or duties unless specifically stated. 5. Amendments to Specifications and Cancellation 5.1. We may alter the specifications of goods, software or services from time to time so long as the alteration does not make the goods, software or services any worse. If you ask us to alter the specification after the order has been placed we may consider doing so (at our discretion) but you are warned that this may entail an increase in the price. A variation to the specification (including the price) (as opposed to a variation to the contract) is only valid where signed by one of our authorised sales staff. 5.2. If, after you have placed an order, you wish to cancel it, we may consider doing so (at our discretion) but if we agree, subject to you paying us our anticipated loss on cancellation (including loss of reasonable profit). 6. Rights of others and Permissions 6.1. If we have agreed that we are to do anything under this agreement on your instructions, and as a result we are in breach of any rights of anyone else (or anyone else threatens us with proceedings for breach of their rights) you agree to indemnify us against any loss we may suffer, including legal costs, in defending or resisting the proceedings or claim, or settling the proceedings or claim on legal advice. Your obligations under this clause will remain after the rest of this agreement has terminated whatever the reason for termination. 6.2. If you come across any circumstances which may lead to a claim under clause 6.1 above, you agree to tell us about them as soon as possible. 6.3. If, as a result of such a claim or threat, we decide that it is no longer commercially sensible to proceed with your order, we may cancel the order in accordance with the provision set out below. 6.4. We will use reasonable commercial effort to ensure that nothing we do under this agreement will infringe the rights of others. If we do anything under this agreement which results in an actual or threatened infringement of the rights of anyone else (provided that is was something which was not done at your explicit direction or with your specific consent) (“a claim”) we may at our option: 6.4.1. obtain a licence or settlement of the claim (at no cost to you); 6.4.2. perform our obligation in a different way to avoid the claim; 6.4.3. cancel the agreement under clause 10. 7. Intellectual Property 7.1. You acknowledge that material of any nature which we provide you with, either under this agreement or otherwise (for example, quotations or other pre-contractual material) may contain intellectual property which is either our property or licensed to us (including copyright, trade marks, registered and unregistered designs and patents). Nothing in this agreement is intended either 7.1.1. as a licence for you to use such intellectual property 7.1.2. or as a transfer of such intellectual property unless explicitly stated in writing. 8. Sub Contracting 8.1. We may sub-contract any of the services we have agreed to provide under this contract at our discretion. 8.2. Where we have sub-contracted any services to a third party specified by you, we shall not be liable for any non-performance of that third party’s obligations, and for the purposes of this agreement, any delay or hindrance caused by or attributable to that third party shall be considered to have been caused by you. 9. Third Party Recommendations and Statements 9.1. As part of carrying out our obligations under this agreement we may recommend or suggest that someone else carry out work, or supplies goods, software or services. By making this recommendation or suggestion, we do not guarantee that work or those goods, software or services. However, we accept responsibility for the recommendation or suggestion if, at the time we made it, a professional with our knowledge of the circumstances could not reasonably have made that recommendation or suggestion. In that case, we will accept liability as if we did the work or supplied the goods, software or services ourselves, and subject to these terms and conditions, provided that you let us have full conduct of any claim against the third party in question. 9.2. Where we provide goods or software originally manufactured or developed by others, we may pass on to you statements or representations about such software or goods. We pass this information on to you in good faith but we do not undertake to verify them or guarantee their accuracy, and exclude liability except to the extent that we may have been negligent in passing on such information to you. 10. Unusual Circumstances 10.1. If circumstances arise which are largely beyond our control, and which make it no longer commercially sensible for us to continue your order, we may cancel it on the terms set out below: 10.2. If we decide to cancel it 10.2.1. we shall give you notice, and we shall not be responsible for any loss to you which arises because of that decision (although any other rights which you may have arising before we made that decision will still stand); and 10.2.2. you will pay us a reasonable sum in relation to the proportion of your order which we have fulfilled. 11. Consequential Loss and Our Liability 11.1. Unless explicitly stated in the quotation in writing, we do not accept liability for consequential loss of any kind. UNLESS STATED EXPLICITLY IN THE QUOTATION WE HAVE PRICED THIS CONTRACT ON THE BASIS THAT CONSEQUENTIAL LOSS HAS BEEN EXCLUDED: IF YOU WISH US TO BEAR LIABILITY FOR CONSEQUENTIAL LOSS WE MAY CONSIDER DOING SO BUT ON THE BASIS THAT THE CONTRACT PRICE WILL HAVE TO BE INCREASED TO COVER THE INCREASED RISK, WHETHER OR NOT WE CHOOSE TO BEAR IT THROUGH OUR INSURANCE. Consequential loss includes (but is not limited to) loss of profits, loss of anticipated savings and costs of loss of staff time. 11.2. If we have not accepted a different level of liability our entire liability under this contract shall be limited to the value of the goods, software licences or services provided under it (or, in the case of a breach of any of the terms referred to in clause 16 below, the appropriate level of liability contained within those terms). 11.3. We do not warrant or guarantee that hardware or software will not suffer from any problems related to the year 2000 date change unless the quotation specifically states otherwise. You are advised to refer to the manufacturer’s own statements relating to this. If we provide manufacturer’s statements of year 2000 compliance we do so in good faith but are not to be taken as representing or warranting that such statements are true. 11.4. Nothing at all in this agreement (which includes all documentation referred to in it) is designed or intended to reduce or restrict our liability for the death of or personal injury to anyone caused by our negligence or the negligence of anyone for whom we are responsible (which may include, for example, our employees, sub-contractors or agents) 12. Payment of Price 12.1. You must pay us the price specified in the quotation, including any VAT which may apply in accordance with the terms and on the dates contained in it (if no terms or dates are referred to, the price is payable [within 14 days of our acceptance of the order][immediately]. 12.2. If you fail to pay the whole or part of any sum you owe to us (whether because of this agreement or not) by the time it comes due for payment, all sums which you owe us (whether under this agreement or not) will become due for payment immediately, and we may issue court proceedings against you to recover them without giving you any further notice. 12.3. You must pay us the whole of the amount due, and may not set-off or deduct anything from this amount without our written permission. 12.4. Any sums which remain unpaid after they become due are subject to interest at a rate of 4% over the base rate, compounded monthly, both before and after judgment. 12.5. We may assign the benefit of any debt owed to us by you to any third party at any time. 13. Guideline Definitions of Payment Terms 13.1. No terms specified: payment is due in full on acceptance of the order; 13.2. “30 days”: payment is due on the 30th day after you placed the order; 13.3. “On installation”: payment is due in full immediately upon practical completion (as defined below) of installation 13.4. “lease”: means that 13.4.1. (in the case of hardware) title to hardware does not pass to you (unless explicitly stated in, and subject to the terms of, the order); 13.4.2. (in the case of software) the licence is a periodic licence and periodic fees are payable under the provisions of the licence agreement. 13.5. If we have undercharged you the VAT that should have been due on an order, you agree to pay us the outstanding VAT immediately. If we have overcharged you VAT, we shall refund you the amount that you have overpaid. 13.6. “Practical completion” means that software or installation has been completed to the extent that it is reasonably possible to use it for normal contemplated use, save only for any minor snagging items (which will usually be dealt with under the terms of our warranty). 14. Time for Performance 14.1. Whenever we agree to do anything by or on a particular time, we will try to do it on or at that time, but we shall not be liable for late performance 14.1.1. if late performance is reasonably beyond our control (it is due, for example, to the failure of our own suppliers to perform); or 14.1.2. unless you have given us a notice allowing us a reasonable time to perform and we have failed to do so (in any event, clause 10 above applies). 15. Indemnity 15.1. Where we do anything for you on your premises (or premises under your control), you agree to indemnify us and keep us indemnified against any loss, damage claim or expense arising out of the physical injury of or death of any of our staff arising in any way from our performance of this agreement and arising by reason of the provision of defective equipment, your failure to provide a safe system of work or otherwise by reason of any negligent act or default on your part or on the part of your servants or agents or other person on your premises. 16. Incorporation of Other Terms 16.1. Depending upon what is supplied under this agreement, our following additional standard terms (in force at the time of this agreement) apply: 16.1.1. Standard Terms for the Supply of Hardware 16.1.2. Standard Terms for the Supply and Licensing of Software (for third-party software or standard software developed by us) 16.1.3. Standard Terms for the Development of Software (for software developed or customised by us) 16.1.4. Standard Terms for the Supply of Consultancy 16.1.5. Standard Terms for the Supply of Hardware Maintenance 16.1.6. Standard Terms for the Supply of Software Support 16.2. Definitions in this agreement also apply to the additional standard terms. 16.3. In each case, copies of the above standard terms are available on request. 17. Assignment 17.1. Except as is specifically referred to in this agreement, neither of us may assign the benefit or the obligations of any part of this agreement without the written consent of the other. 18. Notices 18.1. Where any notice is required to be given under this agreement (where the word “notify” is used it means “to give notice”), it is validly given if it is in writing and sent by fax, email or prepaid first-class or airmail post to the correct fax number, email address or postal address of the relevant party as contained on the quotation or prior correspondence, or subsequently notified to the other party. Where sent by fax, the notice is deemed to have arrived immediately upon sending. If sent by email, the notice is deemed to have arrived 24 hours after it was sent (unless within those 24 hours the sender has been sent an email saying that the notice has not been delivered). If sent by post, the notice is deemed to have arrived on the third working day after the day on which it was sent (if sent to an address within the UK), the fifth working day (if sent to an address within the EEA) or on the seventh working day (anywhere else in the world) (unless in each case within that period it was returned as undelivered). 19. Confidentiality and Poaching 19.1. You may have or obtain confidential information (which includes but is not limited to information relating to our products, planned products and details of our marketing, support and internal structures and similar information relating to our suppliers or related products). You agree that you will use confidential information solely for the purposes of this agreement and for evaluating future products or services supplied by us, and that you shall not disclose, whether directly or indirectly, to any person any confidential information unless the disclosure is required to carry out this agreement. Before you make any disclosure to another person, you must obtain from them a binding commitment to keep that information confidential. That commitment must be at least as effective as this obligation is on you. 19.2. The clause above shall not prevent you from disclosing or using any information 19.2.1. which is public or becomes public through no fault of your own or of those to whom you have entrusted it; 19.2.2. or to the extent permitted by law. 19.3. We agree to be bound by the obligations contained in the above clauses 19.1 and 19.2 likewise in relation to any confidential information which you may give us. 19.4. You agree not to approach or engage any of our staff (with whom you have had contact) directly or indirectly within six months after the termination of any contract between you and us. 19.5. You agree that for at least the six month period set out above you will not introduce or identify any of our staff to any other person with a view to that other person engaging our staff member. 20. Termination on Insolvency 20.1. If, in our reasonable opinion, it appears that you will be unable to meet the payment terms we have agreed we may terminate this agreement immediately without notice, in which case we shall no longer be under any obligation to do any work for you under it, and you immediately become liable to pay us all sums which you owe us (whether or not under this agreement and whether or not they have become due). In addition, you will be liable to pay us a reasonable sum representing the work we have done up to the date of termination, which shall be calculated to include the loss of anticipated profit for the whole of the contract. 20.2. For the avoidance of doubt, it shall be reasonable for us to terminate under clause 20.1 above if any of the following occurs: 20.2.1. the presentation of a bankruptcy or winding-up petition against you; 20.2.2. the appointment of a manager, receiver or administrator over all or any part of your assets; 20.2.3. the commencement of any winding-up process (other than for the purposes of reconstruction or amalgamation); 20.2.4. the entry into or proposal of any form of arrangement or composition with your creditors; or 20.2.5. anything analogous to the above sub-sub-clauses in any jurisdiction. 20.3 The above terms shall be deemed to be an extension of our common law rights to termination. 21. Law 21.1. This agreement is subject in all respects to UK Law 22. Waiver 22.1. If we fail to rely on our strict legal rights under this agreement, that shall not prevent us from relying on those rights at any time in the future. 23. Disputes 23.1. If any dispute or grievance arises between us out of this agreement, before taking any further action (such as requiring us to remedy an alleged fault within a specific time), we each agree that it will be discussed by staff members of each of us who are most closely involved with the running of the contract. If that does not produce a resolution, the problem will be escalated to the respective superiors of each staff member respectively, until the problem is dealt with. Only if the respective CEOs of each party cannot reach an agreement on the dispute will the matter be taken to the next stage as set out below. 24. Third party rights 24.1 These terms do not confer any rights on third parties as provided for under the Contracts (Rights of Third Parties) Act 1999 or any similar or subordinate legislation and it is not the intention of the parties to confer such rights.