ITC means IT Champion Ltd (company no. 7104776). “services” means any consultancy, training, installation work, technical support or other service provided or supplied by “products” shall mean any Hardware or Software supplied by ITC. “Hardware” means computer and peripheral parts including electronic devices but excluding any software. “Software” means both application software and system software.
2) GENERAL CONDITIONS
The following conditions apply to all contracts between the client and ITC unless any new contract made in writing specifically states Any ITC amendments to these conditions must be agreed in writing by a Director of ITC prior to delivery of any service or product. Full ownership of any products shall remain with ITC until either cleared payment in respect of those products or all sums then due concerning the delivery, setup and installation of those products (whichever is greater) has been made. ITC reserves the right to repossess or retain any product where payment remains outstanding after 30 days of supply. In the event of any retention or repossession of products by ITC any part payment or deposit made shall be forfeited to ITC. By acceptance of these terms and conditions, the client grants to ITC the right to enter its premises to recover any products not paid for in full after 30 days of supply, which shall be kept separate and identifiable. Title to any products shall be retained by ITC even if the product shall have been incorporated into other products owned by the client or any other third party and ITC shall not be held responsible for any loss or damage caused by the removal of any product by ITC where payment remains outstanding. The client shall act as trustee of any product supplied by ITC until full payment is made and will deliver up and make them available for collection with any representative of ITC being permitted to enter upon the client’s premises or wherever they are stored, to repossess them. Any deposit or part payment made to ITC in respect of any order for products or services shall be forfeited by the client if cancellation is made by the client prior to delivery; ITC shall be entitled to recover, on a full indemnity basis, any loss or damage suffered arising from the client’s early cancellation. The price of any products or services to be provided shall be the price quoted by ITC or as set out in ITC’s then current price list, at the time the order is accepted. Any quotation and prices indicated shall only remain valid for 30 days, after which the applicable price may be higher. ITC shall not be bound by any price quoted if it withdraws it in writing, prior to acceptance, or in the event of any error or omission, determined in its sole discretion. ITC will make every effort to supply services or products by an agreed date but shall not be held responsible for any loss or damage caused to the client in the event of ITC not being able to meet the delivery date; time shall not be of the essence. ITC shall not be held responsible for any loss or damage to the client where any product is supplied which is not compatible with any existing product held or owned by the client. The client accepts responsibility to notify ITC in writing of any and all existing Hardware and Software which may be affected by the supply by ITC of any product or service.
Payment for goods and services is required prior to delivery unless account and credit facilities have previously been agreed in writing or the value of the products or services exceed the agreed credit value. ITC reserves the right to withdraw account facilities without notice at any time. Payment by the client shall include any amount of VAT due and all quotes are exclusive of VAT. Payment is due as stated on the invoice or as otherwise agreed. ITC reserves the right to charge the client interest at 4% pa above Lloyds Bank Plc base rate on any sum outstanding, accruing daily, after the due date for payment as stated on the invoice or from 30 days of
4) DELIVERY OF PRODUCT
Delivery shall be deemed to take place upon arrival of the product at the client’s premises or by collection of the product from ITC’s premises or third party premises and notwithstanding that further installation services may be anticipated or agreed. The client undertakes to notify ITC of any omissions or defects within 48 hours of receipt of the product or Where a product is supplied and tested by ITC whether at the client’s premises or elsewhere, the client shall be required to sign an acceptance which shall be proof of satisfactory delivery. Where no such signature is provided, the client will have deemed to have accepted satisfactory delivery upon the use of all or any part of the product(s). Risk of loss or damage to products shall pass to the client upon delivery being made.
5) DURATION OF CONTRACT
The contract between the client and ITC shall commence upon acceptance by ITC of an order to supply product(s) or services, and/or a written authority to carry out work by the client and terminate upon delivery by ITC and full payment by the client except where a warranty agreement is in place when the liability of ITC remains until the expiry of such a The contract shall terminate immediately upon the bankruptcy, winding up or appointment of a receiver and ITC retain the right to enter the client premises and secure any goods not paid for in full.
ITC may assign its rights and obligations under the contract but not without prior written notice to the The client may assign its rights and obligations upon written consent being given by ITC; the client remains responsible for full payment in the event that the assignee should default on its agreement with the client.
7) SUPPLY OF HARDWARE
Where ITC provide the client with such information as may be required to enable the installation of hardware and the client fails to make the necessary provision for any such installation, ITC reserves the right to charge the client for any time and/ or expense incurred by ITC in attempting successfully or otherwise to make such an
With respect of any warranty provided by ITC, it is accepted by the client that such warranty will be negated if the hardware is not used in accordance with the manufacturer’s (including components’ manufacturer’s) It is a condition of any warranty that the client maintains the facilities provided for any installation in good condition. Any failure to do so will result in the warranty being cancelled. Where the hardware is supplied with a manufacturer’s warranty, the client shall ensure that any such warranty documentation is completed and returned in accordance with the warranty terms and conditions to the manufacturer. Where such a warranty exists, it is the responsibility of the client to exercise its rights under the terms of the warranty directly with the manufacturer. The client agrees not to allow any person to repair, maintain or otherwise effect any change to the product during any warranty period as any such involvement would automatically negate any warranty.
9) SUPPLY of SOFTWARE
ITC shall not accept any responsibility for the use of any software supplied or make any commitment as to its suitability to the client. It is the client’s responsibility to ensure that any software purchased either written by a third party or by ITC is suitable and compatible with any existing software or hardware which the client may already own or ITC shall not be held responsible for the misuse of or illegal copying of any software purchased from ITC. Software supplied may be subject to separate licensing.
ITC and the client shall keep confidential any information obtained in respect of this contract and shall not divulge any information to a third party without the written consent of the ITC agrees to keep confidential all information obtained either directly or indirectly from the use of the client’s hardware or software at all times and will only divulge to a third party upon written consent by the client. The client agrees not to discuss with any employee of ITC his/her employment or remuneration with ITC or attempt to encourage any employee of ITC to join their organisation. Should an employee of ITC accept a position with a client whilst in the employ of ITC or within 60 days of leaving the employment of ITC, the client will pay ITC a sum, representing agreed liquidated damages, equal to 21.5% of the annual salary being paid to the employee of ITC in the year prior to the employee leaving the employ of ITC.
11) LIMIT of LIABILITY
ITC’s total liability under the contract shall be limited to: the replacement of product(s) (to the extent defective) free of charge to the client or a refund of the total or relevant part of the price actually paid to ITC, the making good of any defect in any workmanship, arising from the provision of services, which is apparent or becomes apparent within 14 days of those services being Nothing in the contract shall limit or exclude any liability for death or personal injury arising from negligence caused by ITC in the course of carrying out its obligations under the contract or arising from fraud. ITC shall not be liable to any client in respect of any representation (unless made fraudulently), condition, implied warranty, or any consequential loss or damage including any loss of profits or income and specifically the loss of any data which may be accidentally deleted by an ITC agent or employee. Due to the potential loss of data caused by power surges, hardware failure, software conflicts and other unforeseen causes, ITC cannot accept any responsibility for any such loss of data even where ITC have supplied any product (hardware or software) or where an employee or agent shall have assessed the client’s system(s). The client accepts that ITC shall not be liable, and shall not be held to be in breach of the contract, as a result of any delay in performance or non-performance of any of its obligations, where such delay or failure arises from circumstances beyond ITC’s reasonable control, including without limiting the same: (i) Acts of God, explosion, fire, flood, (ii) war, threat of war, civil disturbance, terrorism or sabotage, (iii) strikes, lock-outs, trade disputes or other industrial action (whether or not occurring in respect of ITC’s business directly), (iv) lack of supply of raw materials, fuel, parts or machinery, or (v) machinery breakdown or power failure.
No variation may be made to the contract, save that ITC may update or amend the contract from time to time. If there is any discrepancy between the contract and any other terms purported to apply as between ITC and the client, the contract shall prevail. If any provision, or part, is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partially invalid or unenforceable, then to the extent that it is considered invalid or unenforceable, it shall be deemed not to form part of the contract, but the remainder shall be unaffected and shall be construed with such changes as are necessary to make them valid. A person who is not a party to the contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms but this shall not affect any right or remedy of a third party which exists or is available apart from that Any notice to be given to either party under the contract shall be in writing and may be served by hand or by pre-paid first-class post addressed to the last known address of the addressee.
13) MITIGATION OF LOSSES
IT IS THE CLIENT’S RESPONSIBILITY TO OBTAIN INSURANCE COVER FOR ANY SUCH LOSS OR THE CONSEQUENCE OF SUCH LOSS.
14) LAW AND JURISDICTION
This contract shall be governed by English law with any dispute or difference being subject to the exclusive jurisdiction of the English