Supplier – the company
supplying the equipment and providing support services, namely w3net Solutions.
All references below to ‘Supplier’ are actually referring to w3net Solutions,
or its’ agents, sub-contractor’s or employees.
Customer – the company or
person that requires the equipment or services provided by w3net Solutions. All
references below to ‘Customer’ are referring to the company or person which
requires the equipment or services of w3net Solutions, and who has countersigned
this document.
Products – any goods,
services or support provided by w3net Solutions including, but not limited to,
hardware and software items.
1. This contract covers the
supply of any Products to the Customer, and becomes valid and binding on
acceptance of the order by the Supplier.
1. The Supplier shall
provide the equipment and support services as required by the Customer, and in
accordance with the Terms and Conditions specified in this Agreement.
2. The Supplier shall take
all reasonable steps as necessary to ensure the safety and confidentiality of
the Customer’s software, data and documents, including any software, data or
documents removed from the Customers’ premises for any purposes. This includes
any backup of the Customer’s software, data or documents removed for off-site
storage.
3. The Supplier shall take
all reasonable steps as necessary to ensure the security of the Customer’s
computer equipment and network, including not relaying the Customer’s passwords
to any third party, unless agreed to by the Customer.
1. The Customer agrees to
pay the invoice or any outstanding amounts within 30 days of receipt of the
invoice.
1. The Supplier shall not
be held liable for any loss or damages, whatsoever, whether direct, indirect or
consequential inclusive of (but not limited to) loss of work time or
productivity, financial loss, existing or prospective Customer base, computer
or network access and/or loss or damage to property, equipment, software, data
or premises for any of the following reasons ( but not limited to these only )
:
due to
loss or change of any passwords or other security measures,
due to
any unauthorized network or computer access by any party,
due to
any virus infection of the Customer’s computers or network,
due to
fire, water, electrical fault, smoke whether caused by the equipment or not
due to
any computer or network downtime caused by equipment failure, virus infection,
hardware
or software failure,
due to any
other causes or reasons whatsoever excluding deliberate or negligent acts by
the Supplier.
Where the Supplier accepts
liability for any damages due to any deliberate or negligent act on the part of
the Supplier, the liability shall be limited as specified in Clause 5 of this
section.
2. Any
Products supplied carries the standard manufacturer’s warranties. The Supplier
cannot be held liable or responsible, in anyway whatsoever, for any failure of
the Products supplied, or failure of the Products to meet expectations or
purposes, or any other reason relating to the supply of the Products. Should
the Supplier be held legally liable for any failure, or other reason, of any
Products supplied, this shall be limited to the cost for the specific Products
supplied as set out on the invoice. The Supplier is not responsible for the
cost of labour or other expenses incurred in repairing or replacing of
defective or non-conforming parts or products. Except as specifically set out
in this clause 2 of Liability, the Supplier disclaims and excludes all other
Warranties, whether express or implied, by statute or otherwise, including but
not limited to the Warranties of Description, Design, Satisfactory Quality and
Fitness for a specific purpose, or arising from any previous course of dealing
or trade practice.
3. Any provision of
equipment, software, applications or services are undertaken only after taking
into account various factors including any limitations of the current system,
software, applications or infra-structure; any other technical or design
limitations with new software or applications; compatibility issues between
hardware components and/or software components. There is, however, no guarantee
that the system will perform as expected if the above factors have any negative
influence or effect on the system. Additionally, there is no guarantee to any
other company’s ability to enable their software and/or systems to function
correctly after integration. W3net Solutions Limited cannot be held liable for
any losses ( whether in contract, tort
or otherwise ) including financial, goodwill, loss of business or customer base
or any other losses due to the failure of the equipment, software or system to
function as expected due to the above factors..
4. Should any section or
wording of this contract be held legally invalid, then this shall not affect
any other section, or wording of the contract, which shall remain valid and
binding.
5. Should the Supplier be
held legally liable, for any reason whatsoever ( whether in contract, tort or
otherwise ), then the total of this liability shall not exceed the invoice
amount for the specific job or the monthly support amount as specified in this
contract, in the month which the liability arose. The total liability for any
death or injury caused by any negligent or deliberate act of the Supplier,
shall not exceed the amount of £500 000, if it is proved that the death or
injury was due to a deliberate or negligent act on the part of the Supplier.
The total liability for any damage to property or equipment caused by any
negligent or deliberate act of the Supplier, shall not exceed the total cost to
repair the actual damage, or replace the damaged equipment if necessary, if it
is proved that the damage was due to a deliberate or negligent act on the part
of the Supplier.
6. Should any wording or
section in this contract be misunderstood or contentious, then the meaning or
definition attached to that wording or section, shall be the meaning as would
have been obtained or understood by any reasonable person of sound mind.
1. The Supplier shall not
be held liable for any loss or damages, whatsoever, whether direct, indirect or
consequential, and inclusive of (but not limited to) loss of work time or
productivity, financial loss, existing or prospective Customer base, as a
direct or indirect result of the Supplier being delayed, prevented or hindered
in the performance or meeting of any of its obligations under this agreement by
reason of any circumstances beyond its control including ( but not limited to )
act of God, fire, water, riots, strike, accident, etc.
13. Where the Supplier has arranged, supplied,
installed or configured any online and/or offsite backup for the Customer’s
systems or data, then the provision of such services is subject to the standard
Terms and Conditions of the third party
company providing the service. The Supplier cannot be held liable for any
losses ( whether in contract, tort or
otherwise ) including financial, goodwill, loss of business or customer base,
or any other losses, in anyway whatsoever for any failure of any online or
offsite back system, or failure of the backup system to meet expectations or
purposes, or any other reason relating to the supply of the backup system.
Should the Supplier be held legally liable for any failure, or other reason, of
any part of the backup system, this shall be limited to the annual charge for
the backup system.
14. Should it become necessary for the Supplier
to initiate any legal proceedings against the Customer, then an administrative
charge of £150 +VAT shall immediately
become payable from the date of initiation of the legal process.
15.
Any cancellation of the order must be within 24 hours of a placement of
the order, otherwise a 25% cancellation and re-stocking charge shall be payable subject to our acceptance of such
cancellation which shall solely
be at our discretion. The notice of cancellation of the order must be in writing either by letter, FAX or E-Mail.
16.
All invoices to be paid in full within 30 days unless prior arrangements
have been made to extend the payment time. Any amounts not paid within 30 days
shall be subject to interest charged at
8%
above the Late Payment Reference Rate as per the Late Payment of Commercial
Debts Act 1998. All invoices not settled within 30 days will incur charges to
cover administration,
postage and compensation for debt recovery costs in
accordance with the Late Payment of Commercial Debts Act 1998.
17. Where payment is by an agreed credit
account, or payment is made on a staged or installment basis, the Customer
agrees that the Supplier is a Secured Creditor. For this purposes, any invoices
or amounts not settled in full on the same day
in which the Products are supplied shall be considered as having been provided
on an agreed credit account.
1. Statutory rights remain
unaffected.
2. The laws of
3. This document is binding
on both parties, and shall be provided to the Customer on request.