1. Terms and Conditions of Sale
1. DEFINITIONS
AND INTERPRETATION
In these Terms and Conditions
1.1 “Company” shall mean Intellego Systems
Limited
1.2 “Customer” shall mean the person, firm
or company that purchases the Products and Services from the Company
1.3 “Products” means all the products,
material and equipment specified on the Company’s invoice to the Customer
1.4 “Services” means the services specified
on the Company’s invoice to the Customer.
1.5 “Registration Data” means the
information provided by the Customer at the time of registration on the
Company’s website (www.intellego-systems.com)
2. BASIS FOR
SALE
2.1 These terms and conditions apply to all
contracts entered into by the Company for the sale of Products, or the
provision of Services to the Customer. As clarification, it is an express
condition of accepting any quotation by the Company that any Customer’s
conditions of purchase shall have no bearing on the contract and shall be null
and void.
2.2 The Company may update or amend these Terms
and Conditions of Sale at any time and communicate changes to you via its
website www.intellego-systems.com
2.3 No contract shall exist until the
Company has issued a written acceptance. This acceptance shall reference on the
face of the document any special conditions or separate agreement, which shall
apply to the contract and be binding on both parties.
2.4 No amendment, variation or addition to
the contract shall be binding unless accepted in writing by the Company
2.5 All Products and Services are provided
on the express understanding that there is no warranty by the Company either
actual or implied, that the goods are fit for any particular purpose of the
Customer. The Customer acknowledges that no reliance is placed on the Company’s
skill or judgement to select, advise or recommend Products or Services. The
Customer shall rely on his own judgement as to the suitability of any Products
or Services purchased from the Company.
2.6 No contract which has been accepted by
the Company may be cancelled by the Customer, except with the written agreement
of the Company and on terms that the Customer shall indemnify the Company in
full against all loss including damages, charges and expenses incurred by the
Company as a result of cancellation.
2.7 If your Registration Data is untrue,
inaccurate, significantly out-of-date or incomplete, the Company may by e-mail
notice to you terminate the Service forthwith or suspend
3. CHARGES AND
PAYMENT
3.1 The charges for all Services
provided by the Company are set out in the sections of our proposal and or
website which are specific to the Product or Service you require. Please note
that the Company reserves the right to alter or amend these charges from time
to time.
3.2 All charges quoted are exclusive
of VAT and other applicable sales or other taxes, unless otherwise stated.
3.3 All software Products are
licensed (not sold) in accordance with the terms expressed in the documentation
included with the Products. The Customer has no right of sale, lease, rent or
hire of a software program to a third party unless the Company’s prior written
permission is obtained.
3.4 The Company may at its sole
discretion require you to open and maintain a trading account with the Company
before you can buy products or services from the Company. The Company may
require bank and trade references. At its sole option the Company may cancel or
amend a credit limit previously agreed.
3.5 Where the Company provides a
trading account, terms of payment to the Company by the Customer are not to exceed
30 days from the date of the Company’s invoice. Failure to effect payment when
due may result in suspension of the Services [and an interest charge both
before and after judgement at an annual rate of 4% above the base rate of Bank
of England to be calculated on a daily basis on the balance outstanding from
its due date until payment is made in full], without prejudice to any other
remedy which the Company may have.
3.6 The Customer shall not set off or
withhold any payments claimed by or due to the Company under this or any other
contract
3.7 Payments to the Company may be
made by; electronic mandate, a cheque, (negotiable on any UK bank) debit or
credit card. Where you authorise the Company to receive payment via electronic
mandate you are responsible for the accuracy of your debit instruction and for
any losses or expenses incurred by the Company as a result of such information
being inaccurate.
3.8 If you withdraw the electronic
mandate or you otherwise cease to make or facilitate payments when lawfully
due, the Company may terminate its Services at once.
3.9 Time of payment will be of
essence to the contract
4. RISK AND
TITLE
4.1 The risk of loss and damage to
the Products shall pass to the Customer immediately upon delivery.
4.2 Until the Company has received
payment in full for the goods supplied to the Customer:
4.2.1 Notwithstanding delivery and
the passing of risk, the Company shall retain legal and beneficial title to the
Products supplied, which the Customer shall hold as bailee and as fiduciary for
the Company
4.2.2 The Customer shall store, mark
and maintain records of the Products in such a way that they are clearly
identifiable as the Company’s property
4.2.3 The Customer shall keep the
Products separate from its own and third parties and shall keep such Products
safely and securely stored and fully insured.
4.2.4 The Customer shall not resell
the Products to a third party
4.2.5 The Company shall have the
right. Without prejudice to any other remedies, to enter, without prior notice,
any premises and repossess and dispose of any Products owed by the Company.
4.2.6 If the Customer enters into, or
does anything to enter into, an agreement with its creditors, liquidation,
receivership, administrative receivership or administration, the Customer shall
give immediate written notice to the Company and surrender possession of the
Products to the Company
4.3 Nothing in these terms shall
prevent the Company pursuing through the courts for the contract price and any
other charges that may have accrued for storage, interest or delivery.
Notwithstanding clause 4.2.1, the Company may by notice in writing serve notice
on the Customer passing title in the Products
4.4 The Customer shall not be
entitled to pledge, or in any other way charge as security for, or otherwise
encumber the Products or any products whose title vests with the Company. If
the Customer is found to be in default of this provision, payment to the
Company shall be due immediately.
5. COMPANY’S
RESPONSIBILITIES
5.1 The Company will take all
reasonable steps to provide its Products and or Services in a fast and reliable
manner to good industry standards.
5.2 The Company warrants to the
Customer only that any Products supplied by it function in accordance with any
specification provided in the official documentation accompanying the Products,
provided always the Products have been used strictly in accordance with the
Company’s instructions and without prejudice to the generality of the foregoing
have been used correctly in conjunction with a designated computer operating
system.
6. LIABILITIES
6.1 The Company does not exclude or
limit its liability for death or personal injury caused by negligence.
6.2 Subject to clause 6.1, the
Company or its authorised representatives exclude all liability for loss of
profit, business or goodwill, lack of anticipated savings and for any special,
indirect, or consequential loss or damage.
6.3 Subject to clauses 6.1 and 6.2
the Company’s or its authorised representatives’ entire liability to the
Customer arising out of or in connection with the Product including, without
limit, for the breach of contract, misrepresentation (except fraudulently made)
and tort (including negligence) is limited to the price paid by the Customer to
the Company under this contract.
6.4 The Customer shall indemnify the
Company from and against all costs, claims, damages, expenses and losses
(including loss of profits) whether direct, indirect, special, consequential or
otherwise arising out of or in anyway connected with the failure of the
Customer to comply with its obligations under the contract in all respects or
any improper use of the Products or Services by the Customer.
6.5 So far as the Company is aware,
the Products and Services do not infringe any existing patents, designs or any
other industrial or intellectual property rights of any third party but no
warranty, express or implied, is given in respect of such infringement. In the
event of any claim being made or any action being brought against the Customer
in respect of any of the aforementioned rights by the use or sale of the
Products and Services, the Customer shall notify the Company immediately and
the Company may at its own expense conduct, through its own lawyers and
experts, all negotiations in settlement of the same or any litigation that may
arise therefrom.
6.6 In the case of Products not of
the Company’s manufacture, the Company will extend to the Customer the benefit
of any guarantee warranty or condition which may have been granted to the
Company by the manufacturer of the Products and will take such steps as the
Customer may reasonably require to enforce such rights but save as the
aforesaid no condition or warranty is given by the Company in relation to such
Products that are not of its own manufacture.
6.7 The warranties in this clause in
no way invalidate any statutory right of the Customer.
6.8 All implied warranties and
undertakings are hereby excluded, to the maximum extent permitted by law.
7. FORCE MAJEURE
The Company shall not be liable to
the Customer, or deemed to be in breach of the contract, by reason of any delay
in performing, or any failure to perform, any of the Company’s obligations in
relation to the contract if the delay or failure is caused due to any cause
beyond the Company’s reasonable control including but not limited to any
strikes, lock-outs, other industrial action, trade disputes (whether involving
employees of the Company or of third parties), war, hostilities, governmental
actions or the action of the Customer.
8. CHANGES TO
THE SERVICES
8.1 Any enhancements or additions to
the Services shall be subject to these General User Conditions, unless the
Company expressly states otherwise.
8.2 The Company may introduce further
sets of specific terms and conditions for specific services as appropriate, or
amend existing specific terms and conditions.
9. PRODUCT AND
SERVICE COMBINATIONS
9.1 You should be aware that some of
our customer offers include one or more of the specific Products and Services
referred on this website packaged together. In such cases the terms and
conditions applicable to each specific Product or Service will apply, so far as
these terms and conditions are inconsistent with the same.
9.2 For the Company's Products and
Services its normal trading terms apply as indicated to you on the delivery
note and or invoice you may receive upon delivery or other documentation such
as; a Product Maintenance and Technical Support Agreement or Training Course
Joining Instructions.
9.3 Descriptions of the Company’s
products and services available through the website are provided to you as
indications only. A contract for sale with the Company will only be formed once
you notify The Company of your intention to buy the products or services in
question and the Company notifies you by e-mail of its acceptance of your offer
to purchase.
10. WEBSITE
REGISTRATION, USER ACCOUNT, PASSWORDS AND SECURITY
10.1 The Company may require you to
register before using certain web services “Web-Services”, provided at the
Company’s website www.intellego-systems.com.
10.2 When you register, you agree to
provide true, accurate, up-to-date and complete Registration Data as required
by the registration form(s) made available to you via the Company’s website.
10.3 The Company may rely upon your
Registration Data to establish your business status, whether you are liable to
pay value added tax or other taxes on Products and or Services, to supply you
with information about its Products and Services, or otherwise to identify
and/or contact you.
10.4 The Company may at its sole
discretion decide to issue you a password and account designation upon
completing the registration process. You are responsible for maintaining the
confidentiality of the password and account and are fully responsible for all
activities that occur under your password or account.
10.5 You agree:
10.5.1 immediately to notify the
Company of any unauthorised use of your password or account or any other breach
of security; and
10.5.2 ensure that you exit from your
account at the end of each session.
10.5.3 the Company cannot and will
not be liable for any loss or damage arising from your failure to comply with
this.
10.6 If your Registration Data is
untrue, inaccurate, significantly out-of-date or incomplete, the Company may by
e-mail notice to you terminate the Service forthwith or suspend
11. LINKS TO
OTHER WEBSITES
11.1 The content of any third party
websites which you link to from intellego-systems.com are entirely out of the
control of the Company, and you proceed at your own risk.
11.2 The inclusion of these links on
the intellego-systems.com website does not imply the Company's endorsement of
or association with any products, services, content, information or materials
offered by or accessible to the Customer at the third party site.
11.3 All copyright and trade marks
accessible via the links from the intellego-systems.com are owned by the
respective website owners, or their licensors.
12. WEBSITE
ACCEPTABLE USE POLICY
12.1 The following acceptable use
policy applies to all uses by the Customer of the intellego-systems.com
website, including all use of the website designed and/or hosted by the
Company. The Company may promptly suspend or block access to the Customer’s use
of the Service if the Customer is in breach, or the Company has reason to
believe the Customer may be in breach, of this acceptable use policy, or any
other provision of these terms and conditions.
12.2 The Customer agrees not to:
12.2.1 use the Company’s website, or
any website designed and/or hosted by the Company, for private, personal
reasons, but only in the course of the Customer’s normal business activities;
12.2.2 modify data stored on a
computer or device which the Customer has accessed through the Company’s
website, when either:
12.2.2.1 the owner of the data,
computer or device has taken steps to prevent the Customer from doing this; or
12.2.2.2 the owner has expressed a
wish that the Customer not do this;
12.2.2.3 knowingly make available on
the Customer’s website or knowingly upload files that contain software or other
material, data or information not owned by or licensed to the Customer;
12.2.3 publish, post, distribute or
disseminate defamatory, infringing, obscene, indecent or other unlawful
material or information via the Company’s Products and or Services, or on the
Customer’s website;
12.2.4 use any material obtained via
or from the Company’s website other than solely for the Customer’s own business
purposes, or disseminate or otherwise distribute any such material for
commercial gain or profit;
12.2.5 make available or upload files
to the Company’s website or that you know contain a virus or corrupt data;
12.2.6 obtain or attempt to obtain
access, through whatever means, to areas of the Company’s network or the
Service which are identified as restricted or confidential; or
12.2.7 transfer material to or from
the Customer’s computer or website which infringes any laws, regulations or the
rights of others.
13. TERMINATION
OF WEBSITE ACCESS
13.1 Apart from the Company’s ability
to terminate the use of certain web-services immediately on notice to the
Customer for their material breach of any of these terms and conditions, the
Company may also terminate the web-services to the Customer without prior
notice where:
13.1.1 there is a regulatory or statutory
change limiting the Company’s ability to provide the Service;
13.1.2 any event occurs which is
beyond the Company’s reasonable control
or that of its infrastructure provider which in either case prevents the
Company from continuing the Service;
13.1.3 The Customer has ceased to
trade, become insolvent, or entered into administration, or is unable to pay
debts, or the Company has a well-founded belief that any of these is likely to
apply.
13.1.4 The Customer may terminate its
use of the web-services at any time by giving the Company [30 days] notice of
termination.
14. TECHNICAL
SUPPORT HELPDESK
14.1 There is a separate charge for
such assistance, unless our written terms of supply include the inclusive
provision of a Product Maintenance and Technical Support Contract.
14.2 The helpdesk is contactable via
the contact details shown on our website and are available for assistance
during normal working hours, (Monday through Friday 0900 to 1730). However, no
guarantee or warranty can be given to the Customer in respect of any particular
solution or result suggested by the helpdesks.
14.3 Unless previously agreed in
writing between the Company and the Customer, Annual Product Maintenance and
Technical Support contracts are deemed to renew automatically on their
anniversaries unless cancelled by the Customer with two months prior written
notice in advance of the annual renewal date.
14.4 For the purposes of assisting
with the resolution of technical support queries we may request that the
Customer provide us with access to their systems using a secure remote
connection; VPN, VNC or similar. Should the Customer be unable to provide such
access the Company cannot provide guarantees with regard to the timeliness of
resolution to any technical support queries and in some circumstances the
Company may need to visit the Customer’s premises to facilitate resolution. In
these circumstances the Company reserves the right to levy the charges
published in the services section of its website.
14.5 For the purposes of providing
real time staff training, and generally to facilitate monitoring of the service
for the benefit and protection of all users of the helpdesk, the Company
reserves the right to monitor and/or record any calls made to the helpdesks,
and the Customer agrees that in placing any call for assistance he has given
his consent to any such monitoring and/or recording.
15. PRIVACY OF
USERS
15.1 The Company recognises the
importance of maintaining the privacy of personal and business data it collects
which relates to the Customer and its business.
15.2 The Company will also use
reasonable and appropriate technical and organisational measures and require
its infrastructure service providers, to do the same, with a view to protecting
the data the Company holds about the Customer.
16. THE COMPANY
BRANDS, TRADE MARKS AND COPYRIGHT
16.1 The Customer’s use of the
Company trade marks, logos, designs, or copyrights ("the Company
Brands") is strictly prohibited. The Customer may not use the Company
Brands in any way in connection with its business, nor imply that its business
has any association or connection with the Company.
16.2 The Company Brands are valuable
property of members of the Company group of companies. All goodwill in the
Company Brands remains vested in the Company.
16.3 The Customer will notify the
Company promptly if it becomes aware of any misuse or infringement by any third
party of the Company Brands.
17. TRIAL ACCESS
All software provided by the Company
to the Customer for access, and trial use of the services is provided under
licence and no title transfers to the Customer. The Customer agrees not to use
the software for any other purpose, or to do anything which affects the
Company’s title. Where the Company provides third party software directly to
the Customer, the Customer agrees to comply with any applicable terms of which
the Company notifies it, including any registration requirements covering its
use of the software.
18. WAIVER
The failure by the Company at any
time or for any period to enforce any one or more of these terms and conditions
shall not be a waiver of them or a waiver the right to enforce such terms and
conditions on a future occasion.
19. NO TRANSFER
The Customer may not assign,
sub-license, sub-contract, transfer or otherwise dispose of any of his rights
or obligations under these terms and conditions without the Company’s prior
written consent.
20. NOTICES
Notice may be given by the Company or
the Customer by e-mail or in writing. The Company’s address for this purpose
is:
Email:
General Information:
info@intellego-systems.com
Technical Support:
support@intellego-systems.com
Writing:
Intellego Systems Limited
The White Cottage
19 West
Street
Epsom
Surrey
KT18 7BS
21. VALIDITY
Each of the above conditions shall be
read and construed independently of each other so that if one or more is held
to be invalid as an unreasonable restraint of trade, or for any other reason
whatsoever, then the remaining terms and conditions shall be valid to the
extent they are not held to be so invalid. Further, in the event any term and
condition shall be found to be void but will be valid if some part thereof were
deleted then such terms and conditions shall apply with such modification as
may be necessary to make it valid and effective.
22. PUBLICATION
The Customer consents to publication
of its name by the Company as an end user of its software and/or services in a
factual listing of its customers to be published within presentations, on trade
show signs, in brochures and on its website. The Company will seek prior
written authorisation, which shall not unreasonably be withheld, for use of the
Customer’s name for promotional activities beyond the above-mentioned, which
may include press releases and case studies.
23. GOVERNING
LAW
These terms and conditions and the
Customer’s use of the Products and Services shall (to the maximum extent
permissible by law) be governed by and construed in accordance with English law
and the English Courts shall have exclusive jurisdiction in connection with all
matters relating to these terms and conditions.