Terms and Conditions - Telecoms And IT
|Digi Toolbox Limited Terms and Conditions of Sale|
This Agreement governs the Terms and Conditions of Sale between Digi Toolbox Ltd (hereafter called “the Company”) and yourself (hereafter called “the Customer”) and will remain in force for an indefinite period unless varied or terminated in accordance with this Agreement. These are the general Terms and Conditions of Sale which form part of the Agreement of Sale and are binding.
“Agreement” - The agreement for the sale and purchase of the equipment as set out in this document (including these matters and the matters set out in the schedule of equipment and services detailed overleaf).
“Purchase Price” - The price of the equipment or services, totalled within the schedule of equipment or services.
“Site address” - The address for the delivery and installation of the equipment.
The Company agrees sale of equipment and supply of services to the Customer and the Customer agrees purchase of equipment and services from the Company, for the agreed purchase price subject to, and in accordance with, the conditions of this Agreement. The advanced payment, shown on the order form, shall be paid upon receipt of the Customers’ signature of sale. The Company shall receive 50% of the order value upon placement of the order and a further 40% upon commencement of the installation. The remaining 10% balance of payment becomes due upon the commissioning of the equipment. Failure, on the part of the Customer, to pay this remaining balance shall entitle the Company to; a) charge interest on the balance unpaid at a rate of 1% per month or part month; b) treat the Agreement as repudiated; c) appropriate the deposit to any other contract between the Company and the Customer; d) refer to 2.2.
e)“I (the undersigned) agree that all transactions of hire or sale entered into by my company (known as ‘The Customer”) shall be subject to Digi Toolbox Ltd’s Conditions of Hire or Sale’, as the case may be, operative at the time of any contract of hire or sale. I will make full settlement of all monies due within one month from the date of Digi Toolbox Ltd’s invoice. I hereby, personally guarantee payment in respect of all sums due from my company (“the Customer”) to Digi Toolbox Ltd, together with all ancillary costs incurred. I have retained a copy of this form for my records.”
2.1 The Company shall retain title of equipment until payment has been received in full, for both the products and services exchanged within this agreement and any variations of the order.
2.2 Failure, on the part of the Customer, to settle the final 10% balance of payment shall entitle the Company to re-possess equipment at trade value until the outstanding balance, plus costs, has been recovered.
2.3 The Customer shall not be entitled to re-sell, lease, transfer, charge or otherwise commercially dispose of equipment. The Customer shall, without prejudice to the foregoing, account to the Company for the proceeds of sale or otherwise of the equipment, whether tangible or intangible, including insurance proceeds and shall keep such proceeds separate from any monies or property of the Customer third parties. Tangible proceeds must be properly stored, protected and insured.
The risk of damage to, or loss of, the equipment shall pass to, and be borne by, the Customer at the time of delivery irrespective of whether title of the equipment shall have passed to the Customer.
4.1 The Company will arrange for delivery of equipment to the site for an agreed date, but shall not be held responsible for any delays outside of the Company’s direct control.
4.2 The Company shall ensure every effort is made to maintain the pre arranged date of delivery. Liability shall not, however, rest with the Company should failure to align with this agreement occur, unless a guarantee in writing has been previously been issued by a senior manager of the Company to affect a specific date of delivery.
4.3 Any claim by the Customer relating to the equipment or any part of the equipment being lost or damaged in transit or not delivered , must be made by the Customer to the Company or the carrier (if appropriate) in writing within 7 days of delivery or the due date for delivery.
5.1 It shall be the responsibility of the Customer to provide and finance suitable accommodation and facilities, including appropriate environmental conditions as recommended by the Company, for the operation of equipment. The Customer shall also provide, at its own expense, any building operation necessary for cable ducts, cable holes or chases. The Company shall provide, upon the Customers request, the relevant network providers for the provisioning of exchange lines but shall not be held accountable for any delay in this process.
5.2 The Agreement includes installation by the Company or a Company recommended qualified contractor, unless otherwise consented by the parties involved.
5.3 The installation timetable, along with a detailed scope of works, shall be agreed at the first project meeting. Should variations of this Agreement occur or the requirement for additional professional services be anticipated, then it shall be the responsibility of the Company account manager to quote for this work with respect to the prevailing rates.
5.4 Any subsequent dispute regarding the proposed scope of work, the requirement of additional professional services or the quoted price of works, shall result in the Company reserving their right to proceed with the installation at the contracted costs, with the anticipated level of professional services. Notwithstanding clause 6.
5.5 The installation shall be considered complete upon signature of the acceptance criteria. Should minor snags remain outstanding then these should not be used to withhold any final payments. By agreement with the Company, an amount may be set against such outstanding snags.
6.1 This Agreement may not be cancelled by the Customer except with the consent of the Company in writing and on terms which will indemnify the Company in full against any losses (including loss of profit), costs, damages, charges and expenses which transpired as a result of cancellation.
6.2 Should a site survey expose the proposed solution to be nonviable within the scope and price of a contract already in position, then it is within the entitlement of the Customer to cancel without penalty. The Company, however, reserves the right to deduct the cost of the survey, plus associated expenses, from the returned deposit.
7.1 In the event of the Customer entering into a financial arrangement with a third party with the intention of passing title of equipment to this third party, the Customer shall, notwithstanding any agreement to the contrary, remain liable to the Company, under the provisions of this Agreement, in consideration of the Company agreeing to supply the equipment to the third party. The third party shall discharge the full purchase price to the Company.
7.2 Upon activation of the lease and upon the Company receiving payment in full from the third party, any monies paid to the Company from the Customer shall be reimbursed in full.
7.3 If for any reason the Customer’s intention to lease the equipment becomes frustrated, all provisions of the Agreement shall remain in full force between the Company and the Customer.
The Company warrants that at the time of delivery, equipment shall be of satisfactory quality and fit only for its intended functional purpose. The Company shall not be liable for any malfunction or failure of performance of equipment or software, which is attributable to adverse local conditions or to the addition of accessories which fail to conform to the technical specification supplied by the Company or the manufacturer. Notwithstanding this, nothing within this Agreement shall affect the statuary rights of the Customer.
- Force Majeure.
The Company has no obligation to provide equipment or services and holds no liability which may arise from non-provision should the Company be delayed, hindered or prevented by any circumstances beyond its reasonable control.
10.1 Other than in cases of death or personal injury caused by the Company, the Company shall not be held liable for any claim, whether arising in contract torte (including negligence) or otherwise, for consequential, economic, special, or other indirect losses.
10.2 The Customer shall indemnify the Company with respect to any loss, damage, claim, demand or liability, suffered as a result of any negligence on the part of the Customer, arising from the Customers operation or use of equipment.
11.1 This Agreement shall be governed by the laws of England. It may only be modified or otherwise amended by written agreement between the parties.
11.2 The Customer accepts that the terms and conditions of this Agreement shall take precedence over any purchase order containing the Customer’s own terms and conditions of purchase.
11.3 If any provision of this agreement is thought by any competent authority to be invalid or unenforceable in whole or in part, then the validity of all other provisions of this Agreement shall not be affected as a result.
11.4 Signature against these terms and conditions by the Customer shall remain in force for all subsequent purchases by the Customer, unless they are later modified or replaced through the agreement of both parties.
11.5 These terms and conditions of Sale shall stand apart from the Company’s terms and conditions for the provision of Network Services and the Company’s terms and conditions of Maintenance Services.
11.6 No waiver by the Company of any breach of this Agreement by the Customer shall be considered as a waiver for any subsequent breach of the same, or any other provision.
11.7 Should the Company provide goods or services to the Customer without first obtaining a signature acknowledging the Terms and Conditions of Sale, then, provided that these conditions have been made available to the Customer, the Company will have proceeded on the basis of the Terms and Conditions of Sale having been signed.
11.8 Should the Customer purchase any subsequent equipment or services from the Company, then this purchase shall be in line with the Terms and Conditions of Sale issued to the previous purchase. The Company amends its Terms and Conditions of Sale from time to time, with the up-to-date version available on request. The latest Terms and Conditions of Sale shall be relevant to latest Customer purchases, unless a previous version with agreed modifications is already in place.
11.9 All Data Circuits are subject to survey and additional charges may be imposed if necessary.
Terms and Conditions - Marketing
You/Customer: The company/individual requesting the services of Digi Toolbox Ltd. We/us: Digi Toolbox Ltd.
All estimates/quotes are valid for 90 days. After this period the estimate/quote will either be reconfirmed, or a new estimate/quote will be provided. Concept revisions, extensive alterations, or a switch in marketing objectives can sometimes make it difficult to accurately estimate in advance the total cost of a project, however, 95% of the time the amount invoiced will be the precise amount estimated/quoted. All estimates/quotes allow for a reasonable number of amends made by the Customer, however, should a substantial number of Customer amends or additional work be required by the Customer, extra charges may apply. Unless specified on the estimate/quote, the following expenses, should they be required, will incur extra cost: printing, library images, photography, photo editing, colour printouts, illustrations, CD/DVD burning, postage and courier service.
- Acceptance of Work
Acceptance of the estimate/quote must be confirmed via receipt of signed contract, upon which the project will be scheduled into the studio.
All invoices must be paid in full within 7 days of the invoice date. Payment is Bank Transfer / BACS. Please note Digi Toolbox Ltd is a VAT registered company. Additional work required that is not specified in the agreed estimate/quotation is subject to a separate quotation and we reserve the right whether to quote or accept additional work. If additional work is accepted this may affect the delivery time of the project. A £50 service charge is payable on all overdue balances for reissuing each invoice at 28, 42, 66 and 80 days from the date of original invoice. The grant of any license or right of copyright is held by Digi Toolbox Ltd until all outstanding invoices have been paid.
You may request for a project to be cancelled by email to firstname.lastname@example.org but you are obliged to pay for any work that has been carried out prior to cancellation. Ownership of all copyrights and the original artwork shall be retained by Digi Toolbox, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Customer. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the Initial design/concept has been delivered, whether delivered to the Customer or not. All payments are non-refundable upon commencement of the project. If the project is on an hourly basis and project is cancelled by the Customer, the Customer agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of £250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater.
We will contact you via email and/or telephone to remind you of payments if they are not received when due. The Customer shall assume responsibility for cost outlays by Digi Toolbox Ltd in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.
If the project/projects stops due to no communication or on hold due to waiting for information from Customer, for a duration of at least 14 days, the project will be placed on hold until we are contacted by the Customer.
We understand the importance of completing projects on time and so therefore require that you adhere to the following: You must provide all information and content required in good time to enable us to complete the work as part of an agreed project schedule. Digi Toolbox Ltd reserves the right to use subcontractors as part of a project if needed to deliver on time.
Unless specified within the estimate/quote it is assumed that you will supply all images and content. If you require copywriting and/or images we can provide a quote from relevant contacts and/or image libraries. We will not take any responsibility for any copyright infringements caused by materials supplied.
- Changes/Amendment Requests
Any changes/amends for projects are to be requested in writing by email. After a reasonable number of changes/amends have been completed, Digi Toolbox Ltd reserves the right to send a separate quotation for any further alterations (you will be advised prior to this). The Customer must assume that all additions, alterations, changes in content, layout or process changes requested by the Customer, will alter the time and cost. The Customer shall offer Digi Toolbox Ltd the first opportunity to make any changes.
- Errors & Omissions
It is the Customer’s responsibility to check proofs thoroughly for accuracy in all respects, ranging from spelling to technical illustrations. Digi Toolbox Ltd is not liable for errors or omissions. Your signature or sign-off via email (with approved PDF attached) is required on all design and artwork prior to release for printing or other implementation.
- Printing/Image Costs
Digi Toolbox Ltd reserves the right to ask for immediate payment to cover up front costs such as images or print. Should images be required for the project and need to be purchased online, we may ask for you to pay for this at the time of purchase. Depending on the terms of payment of the printers being used, we may require the print costs to be paid immediately to cover our costs to them.
Digi Toolbox Ltd retains ownership of all original artwork, whether preliminary or final, and the Customer shall return such artwork within 30 days of use unless indicated otherwise below. If transfer of ownership of all rights is desired, the rates may be increased. If the Customer wishes the ownership of the rights to a specific design or concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed or the entire project cost.
We (and any third party associates we employ) shall use information provided by you in accordance with the Data Protection Act 1998.
From time-to-time circumstances beyond the control of either party may result in the need for project cancellation. In the event of the Customer cancelling a project after a project has commenced, the advance payment will be forfeited in lieu of compensation to Digi Toolbox Ltd. This is to cover design and administration time spent, resources purchased and allocated, research time and administration costs.
If a project is cancelled by Digi Toolbox Ltd, due to unforeseen circumstances, the deposit will be refunded in full to the Customer in a timely manner.
In the event of cancellation of the project by the Customer, ownership of all copyrights and the original artwork and disks shall be returned and retained by Digi Toolbox Ltd.
Any images/copywriting/hosting/software/domains etc that have been purchased as part of the project cannot be refunded. Refunds will be processed within 30 business days of the request by you, if there is a refund amount due based on the terms above.
- Dispute Resolution
The Customer shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favour of Digi Toolbox Ltd. All actions, whether brought by the Customer or by Digi Toolbox Ltd will be filed in the company’s state/county of business/residence.
- Acceptance of T’s & C’s
Please note that by accepting to proceed with an estimate/quote for services provided by Digi Toolbox Ltd you are agreeing to all of our terms of service as written here. Digi Toolbox Ltd reserves the right to change or update these terms at any time without prior notice.