Terms & Conditions

1Definitions and Interpretations

1.1 The following are the standard terms and conditions under which Servnet Limited ("the Company") sells computer hardware, licences computer software and supplies related services. These Terms and Conditions shall, unless otherwise expressly stated in writing, apply to the subject matter of any agreement in respect thereof. 1.2 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: "Acceptance Certificate" means a document to be used in conjunction with the supply of Products to be signed by the Customer on delivery indicating their acceptance of that delivery; "Agreement" means any agreements entered into between the Company and a Customer to which these standard Terms and Conditions apply; "Customer" means the individual, business, or other organisation with whom the Company contracts; "Supplier" means any supplier of Products or Services to the Company; "Products" means computer hardware, software and associated equipment that may be supplied by the Company; and "Services" means any service supplied by the Company. 1.3 Any reference to a day or days refers to business days – that is any day which is not a weekend or public or bank holiday in the United Kingdom. 1.4 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2Customer Orders

Customer orders, if accepted by the Company, shall be subject to these Terms and Conditions and to the availability of all relevant Products and Services.

3Price Lists

Price lists, catalogues and any other promotional material supplied by the Company do not constitute contractual offers capable of acceptance. Subject to sub-clause 4.3 of these Terms and Conditions, prices shown in any such materials may be subject to change at any time prior to the entry by the Company and the Customer into a binding Agreement.

4Quotations

4.1 All quotations are deemed to be subject to these Terms and Conditions and shall be valid for 14 days unless otherwise stated on the quotation. 4.2 The Company reserves the right to withdraw or amend any quotation prior to the Agreement. 4.3 The Company reserves the right to withdraw or amend any quotation following the Agreement where: 4.3.1 Products or Services are withdrawn by the Supplier; 4.3.2 the Supplier increases the charges for Products or Services to the Company; or 4.3.3 specifications of Products or Services are varied by the Supplier.

5Product Specifications

5.1 The Company shall use reasonable endeavours to advise the Customer of variations to Product specifications following formal notification to the Company of such variations by the Supplier. 5.2 Where changes to Product specifications significantly alter the price or fitness for purpose of the Products, the Company and the Customer shall agree upon such changes in writing or arrange for the supply of alternative Products. 5.3 Changes to Product specifications shall not provide grounds for cancellation of Customer orders unless such cancellation is agreed to in writing by the Company and the Customer.

6Hardware and Software Products

6.1 Products shall be supplied by the Company on the terms and conditions of use for such Products as defined by the Suppliers at the time of delivery. 6.2 The Company gives no warranty to the Customer in respect of Product that is purchased by the Company from a Supplier for resale to the Customer but shall take reasonable steps to assist Customer in pursuing warranty claims against the relevant Supplier. 6.3 Unless otherwise specified in the Agreement, the Company shall only deliver non-modifiable and executable run-time versions of Software. 6.4 The Customer must comply with the terms of the Supplier's software licences.

7Delivery and Acceptance

7.1 Unless it is agreed otherwise, delivery shall be to the Customer's address as specified in the Agreement. 7.2 The Company shall not be liable for any shortfalls in delivery or variation from Product specification on delivery unless a claim in writing is made by the Customer within 48 hours of delivery. 7.3 In circumstances where the Company has attempted to physically deliver Products to the Customer and the Customer is unable or unwilling to accept such delivery, the Customer will be charged for the cost of the failed delivery in addition to any and all subsequent attempts. 7.4 Where the necessity for such has been agreed in advance and not otherwise, the Customer shall sign the Company's Acceptance Certificate stating on signature any defects or exclusions. 7.5 Acceptance of a delivery requiring an Acceptance Certificate is deemed to occur on the signing of the Certificate on the date of delivery, which date shall be recorded on the Certificate. 7.6 The Company shall on the signing of the Acceptance Certificate be entitled to invoice the Customer. 7.7 If, as a result of defects or exclusions in a delivery, the Customer does not sign a required Acceptance Certificate, further work may be agreed between the parties to remedy such defects. 7.8 If the Customer subsequently uses the Hardware or Software without prior Agreement as to any remedial work, the Customer is deemed to have accepted the same.

8Warranty

8.1 Subject to Clause 6.2, the only warranty given by the Company is that the Company shall in accordance with normally accepted professional standards make good as quickly as is reasonably possible and at its own expense any defects identified on any relevant Acceptance Certificate or which develop during a period of 14 days after delivery. 8.2 The Company does not warrant that the Products are free from minor errors not materially affecting performance. 8.3 This undertaking shall not apply if the Product has been altered by any party other than the Company or has been operated in any environment inappropriate for the Product.

9Return of Goods

9.1 The return of Products shall be at the sole discretion of the Company. Where the Company agrees to accept a return, the Customer shall: 9.1.1 advise the Company within 24 hours from the date of delivery of the reason(s) for the return; 9.1.2 obtain a return reference from the Company prior to any return; 9.1.3 properly pack the Products in the original packing where possible and include a detailed packing list; 9.1.4 return the Products in the condition in which they were received to arrive at the Company within 7 days from the date of delivery; and 9.1.5 take no action to effect any warranties that may cover the Products. 9.2 The Company shall be entitled to levy a reasonable administration charge in respect of return of Products and the Customer shall pay the same within 7 days of invoice.

10Title and Risk

10.1 Risk of loss or damage in respect of any tangible item shall pass to the Customer on delivery or collection of the item by the Customer or their agent. 10.2 The legal and beneficial ownership of Products shall remain with the Company until payment in full has been received. 10.3 Until such payment is received in full, the Company may recover or resell any of the Products and may enter upon the Customer's premises for that purpose. 10.4 Where a licence shall be granted, the Customer shall not have the benefit of the licence until payment in full has been received by the Company.

11Charges

11.1 The Company shall render invoices in Pound Sterling pursuant to the supply of Products and Services. 11.2 Charges specified in the Agreement do not include Value Added Tax which, if applicable, shall be added at the rate in force at the time of supply. 11.3 Unless specified in the Agreement: all Products shall be invoiced on the date of despatch; and all Services shall be invoiced in full and in advance. 11.4 Without prejudice to any other rights, the Company may charge interest at the rate 10% above the base rate of the Bank of England on any amount due from the date due for payment until payment is received. 11.5 In the case of supply outside the UK the Customer shall be responsible for all import levies, customs duties or other similar taxes. 11.6 Where travel and subsistence expenses are incurred, a 5% administration charge shall be added to these expenses and such expenses as surcharged shall be payable within 14 days of being invoiced.

12Payment

12.1 The time stipulated for payment shall be of the essence of the Agreement. 12.2 Invoices shall be payable in Pounds Sterling within 30 days of the invoice date unless otherwise stated. 12.3 If payment of any invoice is otherwise due it shall become automatically due immediately on the commencement of any act or proceeding in which the Customer's solvency is involved.

13Customer's Obligations

13.1 During the continuance of the Agreement the Customer shall: provide reasonable usage of machine time, communications, and suitable working accommodation; furnish the Company promptly upon request with such information as the Company may reasonably require; nominate an authorised representative as the prime point of contact; ensure the accuracy and validity of all data and technical information provided; allow the Company reasonable access to its employees; provide free and safe access to the Location; and ensure that equipment provided by the Company shall not be modified or removed without prior written permission. 13.2 The Company and the Customer shall indemnify each other against any loss, damage or injury caused by negligent act or omission, wilful misconduct or breach of contract by the other, its employees or agents.

14Performance

14.1 The Company shall use its reasonable endeavours to comply with any dates for despatch or delivery of Products and for the supply of Services. Unless the Agreement contains express provisions to the contrary, such dates shall constitute only statements of expectation and shall not be binding. 14.2 When expedited delivery is agreed and necessitates overtime or other additional costs, the Customer shall reimburse the Company for such costs within 30 days of invoice. 14.3 If performance is suspended at the request of or delayed through default of the Customer for a period of 30 days, the Company shall be entitled to payment for Services already performed and Products supplied.

15Business Associates and Delegation

15.1 The Company may delegate any of its obligations to any of its business associates. Performance by such associates shall be deemed to be performance by the Company. 15.2 The Customer may not assign the benefit or burden of the Agreement in any way. 15.3 At the written request of the Customer the Company may, at its sole discretion, agree to novation of the Agreement. Such agreement must be evidenced in writing.

16Proprietary Rights

16.1 Unless otherwise specified, copyright and all other proprietary rights in the Products and associated documentation shall remain vested in the Company or, for third party Products, in the Supplier. 16.2 In respect of software where the proprietary rights are vested in the Company, only a non-exclusive, non-transferable licence for the purpose for which the software has been made available to the Customer is deemed to be granted.

17Liability

17.1 The Company's entire liability to the Customer covers any breach of contractual obligations arising out of the Agreement and any representation, statement or tortious act or omission, including negligence. 17.2 The Company's liability to the Customer for death or injury resulting from its own negligence shall not be limited. 17.3 Subject to the above: the Company's entire liability in respect of any Event of Default shall be limited to the value of the Agreement; the Company shall not be liable for loss of profits, goodwill or any type of special, indirect or consequential loss; and the Company shall have no liability unless the Customer serves notice within one year of the date it became aware of the circumstances. 17.4 The Customer hereby agrees to afford the Company not less than 30 days in which to remedy any Event of Default.

18Cancellation of Order

The Customer shall not be entitled to cancel any order except upon terms which reimburse the Company for loss of profit and all costs, charges and expenses incurred up to the date of receipt of written notification of cancellation.

19Termination

19.1 The Company may terminate the Agreement by notice in writing if: the Customer commits a material breach incapable of remedy; or the Customer commits a material breach which they fail to remedy within 14 days of written notice. 19.2 Either party may terminate the Agreement by notice in writing if the other has a receiver or liquidator appointed, passes a resolution for winding up, enters composition or arrangement with creditors, or becomes insolvent.

20Consequences of Termination

20.1 Any termination shall not affect any accrued rights or liabilities of either party. 20.2 On termination for any reason, the Customer shall return to the Company all Products, documentation and other items which are the property of the Company.

21Intellectual Property Indemnity

The Company shall indemnify and hold the Customer and its employees harmless against all loss and damage resulting from any threatened or actual infringement of patents, copyright, registered designs or other intellectual property rights belonging to any party, provided that the Customer notifies the Company in writing of any allegation and makes no admission without the Company's consent.

22Confidentiality

22.1 Both parties shall keep confidential the Agreement and all information of the other party obtained under, or in connection with, the Agreement, including all oral communications made pursuant to the Agreement. 22.2 This obligation shall not apply to information in the public domain, information already in the possession of the receiving party prior to disclosure, or information obtained from a third party free to divulge it. 22.3 The obligations as to confidentiality shall continue in force notwithstanding the termination of the Agreement.

23Health and Safety

23.1 The Customer shall take all reasonable precautions to ensure the health and safety of the Company's employees while on the Customer's premises. 23.2 The Company shall not be liable under any Health and Safety Regulations except where such exclusion of liability is prohibited by law.

24Notices

24.1 Any notice shall be in writing signed by a Director and delivered personally, sent by prepaid recorded delivery, or by facsimile transmission. 24.2 Notice delivered personally is deemed received when delivered. Notice sent by prepaid recorded delivery is deemed received 48 hours after posting (6 days if sent by airmail). 24.3 Notice sent by facsimile transmission is deemed received upon receipt of the correct transmission report.

25Arbitration

Subject to the agreement of the parties, if any dispute or difference shall arise between the Company and the Customer, such dispute shall be referred to the arbitration of a single Arbitrator to be agreed upon by the parties or failing agreement to be appointed by the then President of the Law Society of England and Wales.

26Waiver

The rights and remedies of either party shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time, nor any failure or delay by the other party in asserting or exercising any such rights or remedies.

27Severance

If any clause or part of these Terms and Conditions is held to be void or unenforceable for any reason under any applicable law, the same shall be deemed omitted and the validity and enforceability of the remaining provisions shall not be affected or impaired.

28Variation

No variation in the provisions of the Agreement shall be of any effect unless made in writing and signed on behalf of the Customer and the Company.

29Set-Off

Neither the Company nor the Customer is entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

30Force Majeure

30.1 In the event that either party is prevented from fulfilling its obligations under the Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout, the party shall not be deemed to be in breach of its obligations. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations. 30.2 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

31Non Solicitation

Neither the Customer nor the Company shall during the term of the Agreement and for a period of 12 months thereafter solicit or endeavour to entice away from the other any employee who has worked under the Agreement without written consent of the other.

32Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute concerning it or its interpretation shall be adjudicated in that jurisdiction.

Contact Us

If you have any questions about these Terms & Conditions, please contact us at directors@servnetuk.com

Servnet Ltd, St. Chads, 10 Farm Close, Fetcham, KT22 9BJ
Mon–Fri 09:00–17:30  |  Sat–Sun Closed