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Terms & Conditions for Customers - Section A

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Terms & Conditions for Customers
Section A
Section B
Section C
Section D
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SECTION A: GENERAL CONDITIONS

This section applies to all services and products which Andrew Dent Limited T/A Innovit supplies.

1. Interpretations


In these Terms and Conditions:-

Expression

Meaning

Company”

Andrew Dent Limited T/A Innovit (Company Number 4620996) Registered Address: 102 The Orb, Carver Street, Birmingham, West Midlands, B1 3AP

“Consequential Loss”

Without limitation pure economic loss, loss of profit, revenue, loss of business and/or depletion of goodwill or anticipated savings and any other indirect losses including costs of defending proceedings or claims

“Consultancy Services”

Specialist IT advisory and reporting work which the Company may undertake for the Customer from time to time in such bespoke terms as agreed between the parties

“Customer”

The person, company or other body purchasing the Hardware or Software or Services from the Company pursuant to the Order

“Hardware”

The IT and/or computer hardware to be supplied to the Customer by the Company.

“Intellectual Property Rights”

Rights of any nature whatsoever, whether registered or unregistered including, without limitation, any patent, right in a design, copyright, trademark, database right and other intellectual property right whether or not capable of registration

“Maintenance”

The support and maintenance service(s) to be provided to the Customer by the Company

“Order”

A contract or series of contracts for the supply of Products or Services to which these Terms and Conditions apply

“Products”

Any Hardware or Software or other goods sold by the Company to the Customer

“Quotation”

The letter or written statement provided by the Company to the Customer summarising the specific details of the Products to be supplied together with their price(s)

“Services”

The services to be supplied by the Company to the Customer pursuant to the Order, which may include without limitation delivery, installation, implementation, Maintenance and Consultancy Services

“Software”

The pre-packaged software or electronic license to be supplied to the Customer by the Company pursuant to the Order

“Services Proposal”

The letter or written statement provided by the Company to the Customer summarising any specific terms of, or scope and price of the Services to be provided

“Terms and Conditions”

These Terms and Conditions and any Order for the supply of Services or Products made between the Customer and the Company

“Third Party”

Any person, company or other body not being the Company or the Customer

“Working Day”

Monday to Friday excluding public holidays in England and Wales

“Working Hours”

The hours of 9.a.m. to 5.30 p.m. during a Working Day

2. General

2.1. These Terms and Conditions shall apply to all tenders, offers, quotations, acceptances, agreements and deliveries relating to the supply of Products or Maintenance or Services by the Company.

2.2. All descriptions, specifications, photographs, weights, dimensions, capacities, prices, performance ratings and other information quoted (whether online or in hard copy format) in the Company portfolio or included in any sales literature, quotation, price list, acknowledgement or order, invoice or other document are to be deemed approximate only (except where stated in writing to be exact) and shall not form part of the contract or Order or Services Proposal other than as approximations.

2.3. Any typographical, clerical or other error or omission in any sales literature, Company portfolio, quotation price list, acknowledgement or order, invoice or other document (whether hard copy or online) or information issued by the Company shall be subject to correction without any liability on the part of the Company.

2.4. The Company reserves the right to make any changes to the specifications of Products which are required to conform with any applicable safety or other legal requirements or which do not materially affect their quality or performance.

2.5. The Company’s policy is to supply the Services and the Products only to business customers (i.e. those who are not private customers). In accepting these Terms and Conditions, the Customer warrants that it is not purchasing the Products and Services as a private customer.

3. Pricing and Payment

3.1. The price payable by the Customer for the supply of Product(s) or Services shall be that agreed between the Customer and the Company each time the Customer places an Order and as specified in the Quotation or Services Proposal.

3.2. For the avoidance of doubt, these Terms and Conditions shall apply to any Orders placed by the Customer whether in writing or orally which shall become binding if accepted by the Company.

3.3. Unless an order has become binding on the Company all prices are subject to change without prior notice.

3.4. Unless otherwise agreed between the parties, invoices will be raised and dated by the Company on the date of delivery of the Products or on the commencement of the Services.

3.5. The Customer shall pay each invoice in full, together with any VAT at the appropriate rate and other expenses, to the Company within 30 (thirty) days of the date of invoice (“due date”). The time of payment shall be of essence.

3.6. If the Customer fails to pay any sums due by the due date or does not comply with an obligation imposed upon the Customer then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to withhold the supply of any Products or Services to be provided to the Customer by or on behalf of the Company until such payment is made.

3.7. The Company reserves the right to charge interest to the Customer on any sums, fees or other charges which are not paid on the due date and that interest may be charged from the date such payment falls due at the statutory rate of eight per cent (8%) per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis.

3.8. The Company or its agent shall deliver the Products to any premises (whether in the United Kingdom or in any country) notified to the Company by the Customer and for the avoidance of doubt the Customer shall be liable for any costs incurred by the Company in relation to carriage, postage and packing and any other applicable taxes and duties.

3.9. The Customer shall not be entitled to make a set-off or counter-claim or claim a lien in respect of any amounts owed by the Company and shall pay all amounts due without making a deduction of any kind.

4. Customer’s Obligations

4.1. The Customer shall:-

4.1.1. take all reasonable precautions to protect the health and safety of the Company’s personnel whilst at any location of the Customer;

4.1.2. allow the Company to exercise a right of entry over all premises in the possession of or under the control of the Customer in order for the Company to fulfil its obligations under these Terms and Conditions;

4.1.3. be responsible for ensuring that its premises are ready to receive the items concerned;

4.1.4. promptly furnish the Company with any information required by the Company in order to provide the Products or the Services and ensure its employees or agents co-operate with the Company

4.1.5. in the event that the Customer fails for any reason to complete any purchase of any Products or Services within the period notified to the Customer at any time by the Company, the Customer shall indemnify the Company against any loss, damage or other cost of whatsoever nature suffered or incurred by the Company reasonably relating to that failure on the part of the Customer;

4.1.6. If a Service is delayed other than through the Company’s fault, pay any sums required by the Company in respect of idle-time incurred for the delay, including delay as a result of the Customer’s agents or sub-contractors. Any agreed time schedules shall be deferred to a reasonable period of time or no less than the period of the delay;

4.1.7. The Customer shall promptly provide the Company, on request, with all information and assistance that the Company may reasonably require.

4.2. The Customer acknowledges that it is relying solely upon its own skill and judgement and not that of the Company in determining the suitability of any Products and their fitness for any general or specific purpose. (This clause does not apply however in circumstances where the Company has provided Services to a Customer and the Company has recommended a specific Product to the Customer in writing.)

4.3. The Customer warrants that any of its representatives who enter into these Terms and Conditions and any order with the Company have the Customer’s authority to do so and that the Customer will take responsibility for any employee, ex-employee or other person who holds themselves out to be the authorised representative of the Customer.

5. Documentation

5.1. Save where the Customer’s software license with the manufacturers of the Software it has purchased permits such copying, the Customer shall not copy or reproduce in any way the whole or part of the user manual or any other documentation relating to any Products or Services which is supplied to the Customer without the Company’s prior written consent.

6. Warranties

6.1. The Company warrants that it has the right to provide or procure the provision of the Products and Services.

7. General Exclusions and Limitations of Liability

7.1. To the maximum extent permissible in law all conditions and warranties which are to be implied by statute or otherwise by general law into these Terms and Conditions or relating to the Products or the Services are excluded. Notwithstanding this, any Products supplied under these Terms and Conditions will conform substantially to any specifications given in relation to them and any Services or Maintenance provided under these Terms and Conditions will be provided with reasonable skill and care.

7.2. The total liability which the Company shall owe to the Customer in respect to all claims under the Order shall not exceed the purchase price paid by the Customer in respect of Products or, in respect of any Services to the sum of £50,000.

7.3. No Actions regardless of form arising out of these Terms and Conditions may be brought by the Customer more than two years after the Customer becomes aware or should reasonably have become aware of the facts constituting the cause of action.

7.4. Nothing in these Terms and Conditions shall limit the Company’s liability to the Customer for liabilities which cannot be limited or excluded as a matter of law including:

7.4.1. Death or personal injury resulting from the negligence of the Company, it’s employees, agents or sub-contractors; and

7.4.2. Fraud or fraudulent misrepresentation

8. Force Majeure

8.1. Neither party shall be liable to the other party in any manner whatsoever for any failure or any delay or the consequences of any delay in performing its obligations under these Terms and Conditions (save in respect of any obligation to pay money) due to any cause beyond the reasonable control of the party in question which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include:

8.1.1. Governmental actions, war, riots, civil commotion, fire, flood, epidemic; or

8.1.2. Labour disputes including labour disputes involving the work force or any part thereof of the party in question, restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials, currency restrictions; and

8.1.3. Acts of God.

9. Termination

9.1. In the event of:

9.1.1. Any distress, execution or other legal process being levied upon any of the Customer’s assets;

9.1.2. The Customer entering into any arrangement or composition with its creditors, committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for its winding up, except for the purposes of amalgamation or reconstruction as a solvent company, or a receiver, manager receiver, administrative receiver or administrator being appointed in respect of the whole or any part of its undertaking or assets;

9.1.3. The Customer ceasing or threatening to cease to carry on business;

9.1.4. Any breach of these Terms and Conditions by the Customer;

9.1.5. The Customer breaching any of its obligations under this Agreement;

9.1.6. Non payment by the Customer of any amount due from it to the Company; or

9.1.7. The Company reasonably apprehending that any of the events mentioned above is about to occur;

The Company shall be entitled to terminate the Order and suspend all or any work on current or future deliveries and instalments of the Products or the provision of any Services and on written notice to the Customer shall be entitled to cancel the undelivered or unperformed portion of the Order between the Company and the Customer and deem that the whole of the price payable under the Order or any other agreement shall be payable immediately.

9.2. In the event of such termination the Company shall, for the avoidance of doubt, be entitled to recover as damages from the Customer all reasonable costs which the Company may sustain due to such termination.

9.3. In the event of such termination, should the Customer have failed to make payment in full for the Software, then the Customer shall immediately cease use of all Software (and any updates of same) and at its own expense, remove from all computers under its control all copies of the Software (and updates) and return or destroy them (certifying in writing to the Company that such destruction has taken place).

9.4. For a period of six months following termination of the Order, the Customer shall on not less than two days notice, from the Company, permit authorised representatives of the Company to enter its premises during normal business hours for the purposes of confirming that the Customer has complied with its post termination obligations.

9.5. The exercise of the rights conferred by this Clause 9 shall be without prejudice to any other right enjoyed by the Company pursuant to these Terms and Conditions or by law.

10. Severability

10.1. If a provision in these Terms and Conditions is held by any competent authority to be invalid or wholly or partly unenforceable such invalidity or unenforceability shall not in any way affect the remainder of these Terms and Conditions.

11. Assignment

11.1. The Customer will not be entitled to assign the benefit or delegate the burden of the Order without the prior written consent of the Company which it may in its absolute discretion refuse.

11.2. The Company will be entitled to assign the benefit or delegate the burden of the Order.

12. Sub-Contracting

12.1. The Company shall be free to sub-contract any or all of its rights and obligations under these Terms and Conditions as it sees fit. The Customer will not be entitled to sub-contract all or any part of its obligations under these Terms and Conditions without the prior written consent of the Company. The Company will not withhold such consent unreasonably.

13. Confidentiality

13.1. Each party agrees with the other in respect of all information of a confidential nature disclosed in the course of the supply of Products or Services which includes without limitation, in the case of information to be kept confidential by the Customer, information as to the operation of the business of the Company and information relating to the Products and for the Company, any information about the Customer’s business (“Confidential Information”);

13.1.1. To keep the Confidential Information in strict confidence and secrecy;

13.1.2. Not to use the Confidential Information save for complying with its obligations under these Terms and Conditions;

13.1.3. Not to disclose the Confidential Information to a Third Party; and

13.1.4. To restrict the disclosure of the relevant and necessary parts of the Confidential Information to such of its employees and others who of necessity need it in the performance of their duties as envisaged by the Order and in those circumstances to ensure that those employees and others are aware of the confidential nature of Confidential Information; provided however that where a part of the Confidential Information is already or becomes commonly known in the trade (except through a breach of the obligations imposed under these Terms and Conditions) then the forgoing obligations of confidentiality in respect of such part shall not apply or shall cease to apply (as the case may be).

13.1.5. This obligation of confidentiality shall survive the termination of any Order.

14. Non-Solicitation

14.1. The Customer will not solicit, induce to terminate employment, or otherwise entice away whether directly or indirectly through another firm or company, any employee of the Company professionally or otherwise directly associated with the Company during the term of the Order or for 12 months thereafter.

14.2. For the avoidance of doubt, there is no restriction on the Customer employing any person who is employed or acting for the Company where that person responds to a bone fide public advertisement for employees.

15. Amendment and Waiver

15.1. No Amendment of these Terms and Conditions shall be binding unless executed in writing and signed by an authorised representative of the Company and by an authorised representative of the Customer.

15.2. The failure of the Company at any time to enforce a provision of these Terms and Conditions shall not be deemed a waiver of such provision or of any other provision of these Terms and Conditions or of the Company’s right thereafter to enforce any such provision(s).

16. Notice

16.1. Any demand, notice or other communication shall be in writing and may be served by hand, prepaid first class post or facsimile.

17. Entire Agreement

17.1. These Terms and Conditions (and any license proffered by or on behalf of the owner of the Products and/or Software supersedes all previous written or other documents or agreements (written or oral) relating to the subject matter of these Terms and Conditions.

18. Third Parties

18.1. No Third Party may enforce any provision of these Terms and Conditions by virtue of the Contracts (Rights of Third Parties) Act 1999.

19. Law and Jurisdiction

19.1. The formation, construction, performance, validity and all aspects whatsoever of these Terms and Conditions shall be governed by English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.



 

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