TERMS AND CONDITIONS OF TRADING "Trading Terms"

The Customer's attention is in particular drawn to the provisions of conditions 15.

1.INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply to these Trading Terms.
  

1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these Trading Terms.


2. APPLICATION OF TERMS
2.1 All Products and Services purchased from the Supplier through the medium of this website (www.itssecured.co.uk) will be subject to these Trading Terms. By entering into this transaction using the website the Customer agrees that these Trading Terms will apply to the exclusion of all others.
2.2 This website is an invitation to treat and not a contractual offer. By using this website in order to enter into a transaction the Customer is offering to purchase the Products and/or the Services in accordance with these Trading Terms and any contract between the Customer and the Supplier will only come into existence when the Customer has received the Supplier's acceptance of the Customer's offer.
2.3 The Supplier may, at its option, amend the information on this website or vary these Trading Terms at any time. If the Customer continues to use this website after such modification, amendment or variation it acknowledges that it has ascertained and accepted any such modification, amendment or variation regardless of whether it has actually reviewed or agreed to them. Continued use of this website by the Customer constitutes its acceptance of any modification, amendment or variation.


3. SERVICES
3.1 In consideration of the payment of the Price in respect of the provision of Services by the Customer in accordance with condition 9 of these Trading Terms the Supplier shall, subject to the Customer's compliance with the terms of this Agreement and as soon as is reasonably practicable following the purchase of Services from this website, provide the following Services during Service Hours:
3.1.1 technical advice by electronic mail, telephone, facsimile or post or via remote access to the Equipment in order to attempt to resolve the Customer's difficulties and queries in using the Equipment;
3.1.2 a remote investigation of any defect or error in the Equipment reported by the Customer and thereafter the Supplier will use its reasonable endeavours to remotely correct such defect or error;
3.2 If the Supplier is unable to resolve any difficulty or query regarding the Equipment and is unable to remotely correct the defect or error in Equipment reported by the Customer as set out in condition 2.1 above it will provide advice as to the likely cause of the defect or error and make recommendations for the resolution of such defect or error.
3.3 The Services will be deemed to be completed when the Supplier issues a written notice to the Customer confirming such completion.
3.4 Additional detail in respect of the Services are set out on this website.


4. SUPPLY OF THE PRODUCTS
4.1 In consideration of the Price paid in respect of the Products by the Customer to the Supplier, the Supplier agrees to use its reasonable endeavours to:
4.1.1 sell the Products to the Customer free from encumbrances;
4.1.2 sell the software Products to the Customer subject to the Customer entering into an appropriate licence agreement with each respective licensor of such software in accordance with condition 5.3 of these Trading Terms;
4.1.3 deliver the Products to the Location on the Delivery Dates;
4.1.4 install the Products (whether remotely or otherwise) in circumstances where the Customer has purchased an installation package or where the Price is specifically stated in writing to include the cost of installation; in accordance with these Trading Terms.
4.2 The details of the Products shall be specified on this website.
4.3 Operating supplies including but not limited to disk packs, stationary, printing cartridges and similar accessories are not supplied as part of the Products unless otherwise specified in writing on this website.


5. RISK AND TITLE
5.1 The legal and beneficial ownership of the Products shall pass to the Customer on payment in full and in cleared funds of the Price and any other sums which may then be due under this Agreement.
5.2 Risk in the Products shall pass to the Customer on the Actual Delivery Date and accordingly the Customer shall be responsible for insuring the Products against all normal risks with effect from such time.
5.3 In relation to each item of software Products the copyright, design right or other intellectual property rights in the software which are owned by a third party ("the software owner"):
5.3.1 the performance by the Supplier of its obligations under this Agreement is in all respects conditional upon the Customer entering into on the date of this Agreement an end-user licence agreement with the software owner ("Licence Agreement") governing the use by the Customer of that item of software as may be required by the software owner; and
5.3.2 the Customer agrees with the Supplier as a term of this Agreement to be bound and abide by the terms and conditions of each such Licence Agreement and expressly agrees that during the installation of such software by the Supplier the Supplier may accept the terms of any such Licence Agreement on behalf of the Customer and accordingly bind the Customer.
5.4 The Price includes the right for the Customer to use the software in terms of condition 5.3.
5.5 Until ownership of the Product has passed to the Customer the Customer shall:-
5.5.1 hold the Product as fiduciary bailee;
5.5.2 store the Product separately from any other equipment of the Customer in such a way as it remains readily identifiable as the Supplier's property;
5.5.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Product;
5.5.4 maintain the Product in good condition and keep it insured on the Supplier's behalf for their full price; and
5.5.5 not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the Product.
5.6 The Customer's right to possession of the Products shall terminate immediately:-
5.6.1 on the occurrence of any of the events set out in condition 12;
5.6.2 if the Customer encumbers or in any way charges or attempts to encumber or charge the Products in any way; or
5.6.3 the Customer fails to make any payment in full of any sums due in accordance with this Agreement by or on their due date.
5.7 The Customer grants to the Supplier and its agents, employees or servants an irrevocable licence to enter, at any time, any premises where the Products is or may be stored, located or used in order to inspect them and, where the Customer's right to possession has ended or payment of the Price in full has not been received by the Supplier in accordance with condition 9 of these Trading Terms to recover them.


6. LOCATION PREPARATION
The Supplier shall supply to the Customer in reasonable time before delivery of the Products such information and assistance as may be reasonably necessary to enable the Customer to prepare the Location for the installation of the Products and to provide proper environmental and operational conditions for the efficient working and maintenance of the Products. The Customer shall at its own expense prepare the Location and the Equipment (if applicable) and provide such environmental and operational conditions prior to delivery.


7. DELIVERY OF PRODUCTS
7.1 The Supplier shall use reasonable endeavours to deliver the Products on the Delivery Date but time of delivery shall not be of the essence. If the Supplier does not deliver on the Delivery Date it shall deliver within a reasonable time. The Supplier shall not be liable for any direct, indirect or consequential loss arising from part, late or non- delivery.
7.2 Where Products are to be installed, the Supplier shall give the Customer not less than 24 hours notice of the installation date.
7.3 The Supplier shall not carry out or be responsible for the removal of doors, widening of entrances or any other structural work of any description for the purpose of moving the Products from the off-loading point at the Delivery Address to the Location, such work shall be undertaken by the Customer at its own expense prior to delivery.
7.4 The Customer shall be responsible for all reasonable costs incurred by the Supplier in providing any special equipment, personnel or works reasonably necessary to move the Products from the off-loading point at the Delivery Address to the Location. Such costs shall be paid by the Customer in addition to the Price.
7.5 Save for the special delivery costs referred to in condition 7.4 the Price includes the cost of delivery of the Products to the Delivery Address by any method of transport selected by the Supplier.
7.6 All packing cases, skids, drums and other packing materials used for delivery of the Products to the Location must be returned by the Customer to the Supplier in good condition and at the Customer's expense. The Supplier reserves the right to charge for any such cases and materials not so returned.
7.7 If the Customer does not accept delivery of the Products or the Supplier is unable to deliver the Products when it is ready for delivery due to any failure on the part of the Customer including, without limitation, any failure to adequately prepare the Location and access to it, then the Supplier shall be entitled to store the Products until such time as delivery can be effected and to charge the Customer all reasonable costs for storing such Products and effecting delivery.
7.8 The Supplier shall have no liability whatsoever to the Customer in respect of late or partial delivery where the same results from the Customer's failure to comply with its obligations under this Agreement.
7.9 The Customer shall ensure in the interests of health and safety that the Supplier's personnel, employees and representatives, while at the Location or otherwise at the Customer's premises are at all times accompanied by an appropriate member of the Customer's staff.


8. INSTALLATION
8.1 If the Customer has purchased an installation package or the cost of installation is stated in writing to be included in the Price, the Supplier shall commence installation of the Products either remotely or at the Location on the Actual Delivery Date and shall inform the Customer when such installation is complete.
8.2 The Customer will provide all assistance reasonably requested by the Supplier in respect of installation of the Products.
8.3 If in the reasonable opinion of the Supplier it is reasonably necessary to remove or otherwise disconnect any of the Customer's existing Equipment at the Location in order to carry out the installation of the Products, then the Customer shall permit, and obtain all necessary consents for, such removal and/or disconnection and shall give the Supplier all necessary assistance to enable such work to be carried out.
8.4 The Customer shall accept (and in default be deemed to have accepted) the Products upon the date that the Supplier informs it that the Products have been installed.
8.5 If the Supplier is able to install the Products but is prevented from doing so by reason of:
8.5.1 lack of relevant assistance from the Customer; and/or
8.5.2 the condition of the Location and/or the facilities at or the services available there is at the Actual Delivery Date; the Products will be deemed to have been delivered.


9. PRICE AND PAYMENT
9.1 The Price for the Products and/or Services will be specified on the website. If there has been any inadvertent error in the Price quoted in the website, the Supplier reserves the right to notify the Customer of such an error when it becomes aware of it even if this occurs after the Supplier has accepted the Customer's offer. In such circumstances the Customer will be given the option to proceed with the transaction at the correct price or to withdraw from the transaction. The Customer will in such circumstances be obliged to inform the Supplier of its right to withdraw within 24 hours of it being notified of the error.
9.2 In addition to the Price of the Products the Customer shall pay for the cost of delivery of the Products at the Price specified on the website together with the cost of insuring the Products while they are in transit.
9.3 The Supplier will confirm receipt of the Customer's offer to buy Products or Services within 48 hours.
9.4 Payment must be made by providing credit card details as specified in this website. In no circumstances will Products be delivered or Services be performed until payment in full has been received from the Customer's credit card company. If payment is refused by the Customer's credit card company, then the order made by the Customer will automatically be cancelled.
9.5 All payment details supplied will be held confidentially and in accordance with the Supplier's privacy policy and the Supplier will take all reasonable care as far as it is in its power so to do to keep all such details confidential.
9.6 Unless the Supplier is negligent as regards the maintenance of confidentiality in the Customer's personal details, it does not accept liability for any loss suffered as a result of any third party obtaining unauthorised access to any data provided by the Customer when accessing or ordering from this website.
9.7 If a Product ordered is no longer available, the Supplier reserves the right to suggest to the Customer an alternative item of hardware or software for any item of hardware or software Products agreed to be supplied under this Agreement. If no such alternative is available or if the Customer refuses such alternative the order made by the Customer will automatically be cancelled and any payment received by the Supplier from the Customer will be refunded as soon as reasonably practicably.
9.8 If any Product is purchased from the Supplier in error, the Supplier shall refund the Customer in full provided that:
9.8.1 the Product is returned to the Supplier within a reasonable time and in a good condition suitable for immediate resale by the Supplier; and
9.8.2 the Customer's error is reported in writing to the Supplier within three (3) days of receipt of the Product by the Customer.
9.9 No refund shall be given by the Supplier under these Trading Terms unless the Customer makes a written request to the Supplier for such refund.


10. CUSTOMER DEFAULT
If the Supplier is prevented or delayed from performing its obligations under this Agreement by reason of any act or omission of the Customer (other than a delay by the Customer for which the Customer is excused under condition 13) then the Customer will pay to the Supplier all reasonable costs, charges and losses sustained or incurred by the Supplier as a result (including without limitation the cost of storage and insurance of the Products). The Supplier shall notify the Customer in writing of any claim which it may have under this condition giving such particulars thereof as it is then able to provide.


11. QUALITY
11.1 Where the Supplier is not the manufacturer of the Products, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.
11.2 The Supplier warrants that (subject to the other provisions of these conditions) upon delivery the Products shall:
11.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
11.2.2 be reasonably fit for purpose; and
11.2.3 be reasonably fit for any particular purpose for which the Products are being bought if the Customer had made known that purpose to the Supplier in writing and the Supplier has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of the Supplier.
11.3 The Supplier further warrants that the Services will be performed with reasonable care and skill.
11.4 The Supplier shall not be liable for a breach of any of the warranties in condition 11.2 unless:
11.4.1 the Customer gives written notice of the defect to the Supplier, and, if the defect is as a result of damage in transit to the carrier, within 3 days of the time when the Customer discovers or ought to have discovered the defect; and
11.4.2 the Supplier is given a reasonable opportunity after receiving the notice of examining such Products and the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Supplier's cost for the examination to take place there.
11.5 The Supplier shall not be liable for a breach of the warranties in condition 11.2 if:
11.5.1 the Customer makes any further use of such Products after
giving such notice; or
11.5.2 the defect arises because the Customer failed to follow the Supplier´s oral or written instructions and/or any manufacturer's written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice; or
11.5.3 the Customer alters or repairs such Products without the written consent of the Supplier.
11.6 The Supplier shall not be liable for a breach of the warranty in condition 11.3 unless the Customer gives written notice that the Services have not been carried out to an appropriate standard and the Supplier is given reasonable opportunity to re-perform the Services.
11.7 Subject to condition 11.3, condition 11.5 and condition 11.6, if any of the Products and/or Services do not conform with any of the warranties in condition 11.2 and condition 11.3 the Supplier shall at its option repair or replace such Products (or the defective part) or re-perform the Services or refund the price of such Products and/or Services at the pro rata Contract rate provided that, if the Supplier so requests, the Customer shall, at the Supplier's expense, return the Products or the part of such Products which is defective to the Supplier.
11.8 If the Supplier complies with condition 11.7 it shall have no further liability for a breach of any of the warranties in condition 11.2 and condition 11.3 in respect of such Products or Services.


12. TERMINATION
12.1 This Agreement may be terminated forthwith by either party on giving notice in writing to the other if:-
12.1.1 an encumbrancer takes possession, or a receiver and/or manager, administrator
or administrative receiver is appointed of any of the property or assets of the other party; or
12.1.2 the other party becomes subject to an administration order or convenes a meeting of creditors (whether formal or informal) or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act
1986); or
12.1.3 the other party goes into liquidation (except for the purpose of amalgamation or reconstruction and so that the resulting company effectively agrees to be bound by or assume the obligations imposed under this Agreement); or
12.1.4 a resolution is passed or petition presented for the winding up of the other party; or
12.1.5 anything analogous to any event specified in conditions 12.1.1 and 13.1.4 above under the law of any foregoing jurisdiction occurs in relation to the other party; or
12.1.6 the other party shall cease or threaten to cease to carry on business.
12.2 This Agreement may also be terminated forthwith by either party on giving notice to the other if the other party is in material breach of the terms of this Agreement where such breach is persistent or not capable of remedy or where such breach is capable of being remedied the other party and has failed to rectify such breach within 30 days of receiving a written notice requiring it to do so.
12.3 Any termination under conditions 12.1 or 12.2 shall discharge the parties from any liability for further performance of this Agreement.
12.4 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.


13. FORCE MAJEURE
Notwithstanding anything else contained in this Agreement, neither party shall be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party). Subject to the party so delaying
promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such party's obligations shall be suspended during the period that the said circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay. Save where such delay is caused by the act or omission of the other party (in which event the rights, remedies and liabilities of the parties shall be those conferred and imposed by the other terms of this Agreement and by law):
13.1 any costs arising from such delay shall be borne by the party incurring the same;
13.2 either party may, if such delay continues for more than 4 weeks, terminate this Agreement forthwith on giving notice in writing to the other in which event neither party shall be liable to the other by reason of such termination save that the Customer shall pay the Supplier a reasonable sum in respect of any work carried out by it prior to such termination;
13.3 both parties will in any event use all reasonable endeavours to mitigate the impact of any event of force majeure and to recommence performance of their obligations under this Agreement as soon as reasonably possible.


14. CUSTOMER'S WARRANTY
The Customer hereby warrants to the Supplier that the Customer has not been induced to enter into this Agreement by any prior representations or warranties, whether oral or in writing, except as specifically contained in this Agreement and the Customer hereby irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained herein (unless such misrepresentation or warranty was made fraudulently) and/or to rescind this Agreement.


15. LIABILITY
15.1 The Customer acknowledges that the Supplier shall not in any circumstances (including if the Supplier or any of its employees, agents or servants have been negligent) be liable to the Customer for:
15.1.1 any indirect or consequential loss or damage at all; or
15.1.2 any loss of revenue, business, capital, profit, reputation anticipated savings or
goodwill; or
15.1.3 arising out of or in connection with this Agreement or its subject matter.
15.2 The Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Maintenance Services shall be limited to the total Price paid by the Customer for the Products and/or Services.
15.3 The Supplier shall not be liable for any loss or damage sustained or incurred by the Customer or any third party (including without limitation any loss of use of the software or loss of or spoiling of the Customer's data) resulting from any defect or error in the software Products or any software documentation except to the extent that such loss or damage arises from any unreasonable delay by the Supplier in providing the Services or delivering the Products and then only to the extent not excluded by this Agreement.
15.4 The Supplier shall not be responsible for the maintenance, accuracy or good running of any version of the software Products unless otherwise specified in writing.
15.5 The Customer shall indemnify the Supplier and keep the Supplier fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct by the Customer or its employees, agents or sub-contractors.
15.6 The Supplier shall not be liable to the Customer for any loss arising out of any failure by the Customer to keep full and up-to-date security copies of the computer programs and data it uses in accordance with best computing practice.
15.7 Nothing in this condition 15 shall limit or exclude the Supplier's liability for death or personal injury arising from the Supplier's negligence (or that of its servants or agents) or for fraudulent misrepresentation.


16. WAIVER OF REMEDIES
No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.


17. ENTIRE AGREEMENT
This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof (save that neither party seeks to exclude liability for any fraudulent pre-contractual misrepresentations upon which the other party can be shown to have relied). No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties


18. ASSIGNMENT
Save as expressly provided in this Agreement, neither party shall assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).


19. NOTICES
All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out on this website or such other address in England as the recipient may designate by notice given in accordance with the provisions of this condition. Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission when despatched.


20. LAW
20.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.


21. JURISDICTION
Any dispute which may arise between the parties concerning this Agreement shall be determined by the English Courts and the parties hereby submit to the exclusive jurisdiction of the English Courts for such purpose.


22. SEVERABILITY
Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.


23. THIRD PARTIES
The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement.