This document ("Terms and Conditions") together with the (1) Services Descriptions &/or (2) Products Descriptions & (3) Pricing applicable to the Products &/or Services that you are buying together form the whole "Agreement" between simplicIT Limited ("simplicIT") and you ("Customer") and prevail in this order in case of conflict.
1. Defintions
CFI: Custom Factory Integration: a Service combining Customer specified software &
hardware with Product(s) at the time of manufacture which may include image &
applications loading & maintenance, software integration, hardware integration &/or asset
management services;
Description: a document forming part of the Agreement which describes a Product or
Service;
IM: “Integration Material”: third party product(s) specified or provided by Customer
within the scope of CFI;
IPR: “Intellectual Property Rights”, patents, trade marks, registered designs, &
applications for same, copyright, design rights, know-how, trade & business names & any
other similar protected rights in any country;
Order: request by Customer to purchase Product or Services from simplicIT;
Order Confirmation: written acceptance by simplicIT of Customer’s Order;
Price: the charge for Products &/or Services payable by Customer to simplicIT;
Products: an individual good (including Software) as described in any current document
published by simplicIT physically &/or on its internet site, or in any Order Confirmation & which Customer buys or agrees to buy from simplicIT but excluding items added to simplicIT hardware through CFI;
Services: service & support (including CFI) carried out by for or simplicIT in accordance with
the Service Offering;
Service Offering(s): the Service options offered by simplicIT as described in any current
document published by simplicIT physically &/or on its internet site, or in any Order
Confirmation;
Software: computer operating systems, middleware, applications or other software that is
manufactured or owned by, or licensed by, simplicIT;
Third Party Products: products not manufactured, assembled or authorised by simplicIT that
simplicIT sells (i.e. products that do not carry the ‘simplicIT’ brand such as sound cards, speakers and certain external devices and accessories).
Third Party Software: computer operating systems, middleware, applications or other
software from a third party editor or licensor.
WEEE Regulations means Waste Electrical & Electronic Equipment Regulations 2006
2. Quotations/Orders and Changes
2.1 simplicIT quotations are valid only if in writing & for 30 days after the quotation date, unless otherwise stated in the quotation.
2.2 All Orders for Products &/or Services shall be regarded as an offer by Customer to purchase Products &/or Services under the terms of this Agreement and not under any other terms stated on such Orders.
2.3 simplicIT accepts Customer's offer to purchase under this Agreement & makes a binding Agreement by issuing an Order Confirmation or delivering the relevant Products &/or Services. It is recommended that Customer review the Order Confirmation & notify simplicIT within a reasonable period of time of any discrepancies that are noticed.
2.4 simplicIT reservers the right to make changes to ordered specifications but will identify any such changes in the Order Confirmation. simplicIT guarantees that any such changed Products or Services will offer at least equivalent functionality & performance. simplicIT will not make any significant variations to Products or Services without Customer's prior agreement &, except as provided for above, will manufacture & deliver Products and Services in accordance with the Order Confirmation.
3. Price and Payment
3.1 The Price that the Customer has to pay will be shown on simplicIT's Order Confirmation and invoices. The cost of freight, insurance, import or export, duties or other associated costs such as delivery, sales, value added tax, excise taxes shall be added unless already specified as included in the Price.
3.2 Customer must pay within 30 days of the date of invoice. simplicIT may suspend delivery of Product &/or Service until full payment is received. If full payment is not received simplicIT will be entitled to charge interest on the amount outstanding at the rate of 8% per annum above the Bank of England base rate. If simplicIT must recover the outstanding payment &/or Product, recovery costs are to be paid by the Customer.
3.3 For Orders to be delivered in installments over a period of time, simplicIT may adjust prices due to changes to exchange rates, duties, insurance freight, handling & purchase costs.
4. Delivery of Products
The delivery date specified in the Order Confirmation is an estimate. The place of delivery is as stated in the Order Confirmation. For practical reasons, Products may be delivered by installments, which shall be communicated to Customer.
5. Passing of Ownership & Risk in Products
Ownership of Products passes to Customer on the receipt by simplicIT of full payment for the Product. simplicIT may recover and Products supplied at any time prior to ownership passing if Customer is in breack of these Conditions.
Risk passes to Customer on delivery of Products to Customer or to their representatitve.
6. Acceptance of Products on Delivery
6.1 Notwithstanding anything herein to the contrary, Customers may only reject Products for material non-conformity with the Products Description by providing written notice to simplicIT within 7 days after delivery or otherwise Customer shall be deemed to have accepted the Products.
6.2 Customer shall notify simplicIT promptly
a) following delivery of any missing, incorrectly delivered, incorrect specfication, or otherwise not as ordered Products or Products which are either in damaged packaging or are visibly damaged; &
b) following discovery of any non-visible damage or defect in Product supplied.
6.3 Where Products can be returned to simplicIT by Customer under the terms of this Agreement, it should either be returned to simplicIT or be made available for collection at a time which is mutually convenient insofar as possible. Customers should act reasonably in complying with a request by simplicIT to collect Product at a particular time.
7. Statutory Rights, Warranties, Repairs, Replacements & Provision of Services
a) Products
7.1 simplicIT will, within a reasonable time of having been notified of the defect, repair &/or replace materially defective Products containing the simplicIT brand (at simplicIT's option) during the 12 month period post delivery or for such longer period as is detailed in the applicable Service Offering. In respect of any non-simplicIT branded products sold to customer by simplicIT, simplicIT shall pass on any such third party warranty in as far as is possible. Notebook batteries are delivered with a maximum one-year warranty unless a shorter period is stated in the applicable Service Offering. This warranty is not upgradeable.
7.2 These obligations are dependent on proper use of Products & do not cover any parts of Products which have been modified or repaired without simplicIT's prior written consent. simplicIT may ask third party Software licensors to fulfill simplicIT's &/or licensor's legal obligations relating to the supply of that licensor's software.
7.3 simplicIT's obligations do not apply to the consumable components of consumable items (such as toner in printer cartridges) or if a defect is caused by an external cause such as fair wear & tear, software or hardware loaded onto or connected to Product by Customer where this software or hardware has not been supplied by simplicIT, an accident, hazard, humidity control, electrical stress or other environmental conditions not commonly found in a safe home or office environment.
7.4 Parts not critical to Product function, including but not limited to hinges, doors, cosmetic features, and frames, are not serviced &/or repaired or replaced.
7.5 If simplicIT makes repairs to Products under Service Offerings it does so by using components which are new or equivalent to new in accordance with industry standards and practice. Certain repairs or replacements may be carried out by Customer under instruction by simplicIT. Replaced or repaired parts carry the relevant Service Offering warranty until the end of the original warranty period as described in the Services Offering.
7.6 If Customer does not return removed parts simplicIT then may charge a fee of which Customer will be informed prior to charge. The fee will reflect the cost incurred by simplicIT in retrieving the part(s), &/or the cost of procuring another component to recondition &/or arising from failure to comply with environmental regulations as a result of the Customer's failure to return the Product or part.
b) Services
7.7 simplicIT shall carry out the Services using reasonable skill and care. simplicIT's obligations under its Service Offerings are further as stated in the Descriptions for those Service Offerings. simplicIT will use all reasonable endeavours to meet response times estimated in the Service Offerings, but actual timings may vary depending, among other factors, on the remoteness or accessibility of Customer's location, weather conditions & avaialbility of components.
7.8 Notwithstanding the above, the following are excluded from Services unless stated otherwise in the Service Offering: local working hours, relocaton, removal of non-simplicIT supplied hardware or software, preventative maintenance, repairs to Products that are functioning within industry standards including without limitation defective pixels on monitors, transfer of data or Software and viruses. Customer is responsible for removal of non-simplicIT supplied products.
7.9 simplicIT does not provide simplicIT Service Offerings for Third Party manufactured Software or Products but will pass to Customers, to the extent that it is permitted to do so, the benefit of any warranty or guarantee given by the manufacturer or supplier of Third Party Products.
7.10 Service may be provided via telephone (at the normal national rate) or Internet where appropriate. Additional optional value added Services may be offered using Premium Rated Services. Any such Services will be clearly identified & will be provided in compliance with relevant obligations and codes applying to the provision and use of Premium Rated Services. Telephone calls may be recorded for training purposes.
7.11 Customer must provide simplicIT with all reasonable courtesy, information & cooperation to enable simplicIT to deliver the Services & shall be resonsible for all telephone & postal charges in contacting simplicIT.
7.12 simplicIT owns any Product or parts that are removed during repair. simplicIT may require Customer to return removed parts to simplicIT for reconditioning, analysis or for environmental reasons.
7.13 Products, Software & Services sold will correspond to their Description (except as stated in Term 2.4 above). Customer must satisy themselves as to the suitability of the Description for their needs. simplicIT does not warrant fitness for any particular purpose.
7.14 Customers are not automatically entitled to repair or replacement offers other than as described in a Service Description or as otherwise agreed by simplicIT. simplicIT shall have no liabilty or obligation for defects in Products or faliure to remedy except as expressly provided under this Agreement.
7.15 Except as expressly provided herein or in any applicable Services Offering, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of Products is given or assumed by Dell & all such warranties are hereby excluded to the extent possible under applicable law.
8. Custom Factory Integration (CFI)
CFI may be provided at the discretion of simplicIT in accordance with Customer's instructions & technical specifications & subject to current simplicIT requirements. Customer will specify & provide IM or simplicIT may obtain IM at Customer's instruction. simplicIT will inidicate acceptance &/or validation of IM & then will integrate IM into Product(s) , providing a CFI Product. simplicIT may install CFI Product under Customer's instruction or under simplicIT technical advice. If agreed in writing, simplicIT will not carry out CFI work if not technically feasible. simplicIT shall not warrant the functionality or provide support for IM in any case. Customer hereby idemnifies simplicIT for any losses however arising to the extent they relate to IM or IPR specified, provided by or owned by Customer and integrated into Products.
9. Force Majeure
9.1 Neither party is responsible for non-performance in case of circumstances beyond its reasonable control ("Force Majeure) including without limitation, strikes by non simplicIT employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforseeable transport or production problems affecting companies that supply simplicIT.
9.2 If the Force Majeure event lasts longer than 60 days then simplicIT shall have the right to terminate the Agreement by providing notice in writing to Customer & returning all sums paid by Customer under the Agreement. No compensation to Customer will then be due in these circumstances.
10. Liability
10.1 simplicIT accepts its liability for any loss or damage to private property, death or personal injury caused by the Products & Services supplied, the negligence or deliberate misconduct of simplicIT, or any employees, agents or subcontractors acting on simplicIT's behalf, provided, however, that in all cases, (except for death or personal injury caused by its negligence or for fraud where there shall be no limit on liability), simplicIT's liability for losses suffered by Customer will be assessed in accordance with this Clause 10 and be subject to an aggregate maximum equal to 125% of the Price.
10.2 simplicIT's liability shall be limited to reasonably foreseeable losses arising as a direct consequence of breach by simplicIT of this Agreement. However simplicIT shall not be liable in certain circumstances for example to the extent the causes or the loss:
a) were not reasonably foreseeable by both parties; &/or
b) were not known by Customer to the exclusion of simplicIT at the time that the Agreement was entered into; &/or
c) arose from the use of the Product &/or Services for purposes other than those contemplated in Clause 7.14.
d) were reasonably foreseeable & preventable by Customer such as those arising from, but not limited to:
i) data or information loss cause by failing to keep back up copies of important data on separate media; or
ii) virus damage; or
iii) user inflicted problems such as those caused by failure to read &/or follow user instructions provided in writing or orally by a simplicIT or third party technician.
10.3 In claiming against simplicIT for any such losses Customer is expected to have acted reasonably, for example, with regard to:
a) how the losses were accrued - including steps taken to mitigate or to avoid losses occurring; &
b) taking reasonable precautions to avoid loss (such as contacting simplicIT promptly upon becoming aware of an issue).
10.4 simplicIT will not be liable for:
a) loss resulting from any defect or deficiency in Products or Services with simplicIT have remedied within a reasonable period &/or consistently with the terms of a Service Description.
b) indirect and consequential losses;
c) loss of business profits, salary, revenue, loss or corruption of data or anticipated savings.
11. Intellectual Property & Software
11.1 simplicIT indemnifies Customer from all reasonable, direct and demonstable costs & liabilities arising from any claim that use of simplicIT branded Products or simplicIT branded Software infringes any third party IPR. simplicIT may recall & exchange or modify Product or Software or refund Customer (minus depreciation in this event) or require Customer to install replacement or altered Software from a CD, DVD or an internet download.
11.2 simplicIT retains all simplicIT-owned IPR in Products. Customer must notify simplicIT immediately of any infringing or unauthorised use of Products of IPR in it.
11.3 simplicIT does not indemnify Customer for:
a) Third Party Hardware or Third Party Software;
b) unauthorised modification or use of the Product of Software;
c) any claim caused by the use of Products or Software in conjunction with anything not supplied by simplicIT . Customer must comply with the license conditions for any Software supplied.
11.4 Customer indemnifies simplicIT for any claim which arises due to Customer's own actions of which simplicIT had no knowledge or could not reasonably be expected to have had knowledge, or for any claim related to IM or IPR specified or owned by Customer & integrated into Product.
11.5 simplicIT is allowed to litigate, negotiate & settle claims & Customer must provide reasonable assistance if requested to assist simplicIT if litigation is directly related to Products supplied to Customer.
12. TUPE
Customer shall keep simplicIT fully indemnified against any claims, costs, demands, awards, compensation or other liability of any nature arising out of the termination of the employment rights (by way of redundancy or otherwise) or deemed transfer of any employment rights of any employees of the Customer or otherwise resulting from the entering into or termination of any Order, Services of this Agreement (in whole or in part) for whatsoever reason.
13. Export Control
Customer is advised that Product, which may include technology & software, is subject to EU and US export control laws & laws of the country where it is delivered or used. Under these laws, Product may not be sold, leased or transferred to restricted end-users or countries or for restricted end-users. Customer agreeds to abide by these laws.
14. Data Protection
Personal data obtained by simplicIT from Customer shall be held & processed in accordance with applicable laws and consistently with simplicIT's Privacy Policy. simplicIT may share such personal data with other simplicIT entities, agents or subcontractors performing services for simplicIT. simplicIT may also transfer personal data to affiliated companies or agents or subcontractors which may be outside the European Economic Area (EAA), in which case simplicIT will ensure adequate protection to safeguard personal data. For a copy of simplicIT's Privacy Policy, please visit simplicIT's web site or contact: simplicIT Data Protection Officer, simplicIT Limited, John Eccles House, Robert Robinson Avenue, Oxford Science Park, Oxford, OX4 4GP, UK. Customer consents to the processing of Customer's personal data in accordance with the above.
15. Confidentiality
Each party must treat all information received from the other which appears to be confidential as it would treat its own confidential information generally, but at least, with no less than a resonable degree of care.
16. Termination
16.1 Either party may terminate this Agreement or any Order if the other:
a) commits a material or persistent breach of these Conditions and fails to remedy such breach within 30 days of written notice being given to it by the other party requiring a remedy;
b) becomes insolvent or bankrupt, or is unable to pay debts as they fall due.
16.2 simplicIT may terminate this Agreement or any Order with immediate written notice if Customer fails to pay on time or breaches or simplicIT reasonably suspects Customer has breached export control laws.
16.3 The following clauses of these Conditions shall survive any termination or expiration of these Conditions & shall continue to bind the parties & their permitted successors & assigns: clauses 3, 7-15, and 17-19 inclusive.
17. Law & Juristiction
This Agreement is governed by English law and the exclusive jurisdiction of the English courts.
18. Assginment and Subcontracting
simplicIT may assign , subcontract or transfer its obligations or rights to a competent third party in whole or in party. Customers may do so only with simplicIT's written consent.
19. Miscellaneous
If any part of these Conditions are found to be enforceable by a court, the rest are unaffected.
All notices must be in writing & sent to a legal officer of each party, at the address provided on the invoice.
This Agreement forms the entire agreement of the parties in relation to the relevant Order to the exclusion of all other terms or representations verbal or otherwise and simplicIT shall have no liability in relation to such terms or representations, unless made fraudulently.
Customer can find all simplicIT policies, Product and Service Offering details and notices at http://www.simplicIT.co.uk.