DEFINITIONS AND INTERPRETATIONS
"The Company" means Digital Continuity Limited (Trading as ‘Ontinuity’)
"The customer" means the person, firm or company specified as such on the top of the accompanying document.
Headings are for purposes of identification only and shall not limit or otherwise affect the meaning of the conditions to which they relate.
QUOTATIONS AND ORDERS
- Where the accompanying document consists of a quotation or tender the quotation or tender remains open for acceptance for a period of thirty days or such other period as agreed in writing after which it will be subject to confirmation by the Company and if confirmed will remain subject to the remainder of these terms and conditions.
- No agent employee or representative of the Company (other than a Director) has authority to vary these terms and conditions nor to make any representation as to the effect of these terms and conditions nor as to the subject matter of any contract generally.
- In the event of a conflict between the terms contained in the accompanying document or part of the quotation or tender and these terms and conditions the former shall prevail.
- Unless otherwise agreed all prices are quoted in pounds sterling.
- In the event of an alternative currency being agreed between the Company and the customer the Company reserves the right to apply an exchange rate fluctuation charge appropriate to the rate of exchange ruling on the date of payment by the customer as opposed to the rate prevailing at the date of the Company's quotation and also a handling charge in respect of any expenses to which they are put in converting the alternative currency to pounds sterling.
- All prices quoted and accepted may be increased by the Company serving written notice of increase on the customer in any of the following circumstances:-
- When the delivery date quoted is longer than six months from the date of the quotation the Company may increase the price to the extent that labour, material or other direct costs increase during the period between quotation and delivery provided that the contract price shall not be increased by more than 5%.
- Whatever the period quoted for delivery, if any alteration to the specification, services to be rendered, delivery method, packing or insurance is made at the request of the customer to the extent that such alteration would have given rise to an increase in the quoted contract price had it been allowed for.
- Whatever the period quoted for delivery to the extent that the costs to the Company for equipment and components not manufactured by the Company increase during such period.
- For the supply of physical equipment, the Company will not regard its quotation or tender as having been accepted unless it receives with acceptance a deposit of 40% of the contract value or such other amount as is agreed in the accompanying document.
- For the provision services and for the balance payable over and above any deposit received under Condition 4. i) above, unless otherwise agreed by the Company and incorporated in the accompanying document, the Company’s standard terms of payment are that payment is due to be cleared in the Company bank account 30 days from the date of the invoice(s) relating to the supply.
- All other costs charges and/or commissions incurred when payment of the whole or part of the contract value is effected are to be borne by the customer.
- Unless otherwise agreed in writing by the Company, the Company reserves the right to charge interest on any balance outstanding beyond the payment date(s) at the UK statutory interest rate for overdue debts. Such interest is to be charged from day to day and compounded annually.
- The Company will make every effort to meet the estimated delivery date quoted on the accompanying document but unless specifically stated on the reverse of this document time of despatch shall not be of the essence of this contract.
- Despatch dates are provisional only and will automatically be extended by an amount equivalent to any delay by the customer in accepting the Company's quotation. Despatch dates may further be extended by the Company for any other reason beyond the Company's control including but not by way of limitation strikes lock-outs shortage of materials trade disputes and other unforeseen disruptive incidents beyond the Company's control.
- The Company shall not be liable for any losses costs damages or expenses (including consequential or indirect losses or damages) suffered or incurred by the customer as a result of failure to meet the quoted estimated despatch/delivery date or any revised such date.
- The Company may on occasion engage the services of 3rd party suppliers to fulfil an order, this includes but is not limited to, Domain name registrars, Security certification authorities, software/web developers and other consultancy services, all of which have been vetted and comply with our procurement policies.
All designs, drawings, specifications, or illustrations submitted to the customer as part of the quotation phase of the agreement are the property and copyright of the Company and may not be used or reproduced in whole or in part without its prior written consent. Items used without the Company’s consent will not be warranted and may invalidate the warranty of goods/services to which they are appropriate or otherwise used in connection therewith.
- Any express or implied warranty or condition whether statutory or otherwise as to goods or services supplied by the Company is hereby excluded to the extent permitted by law.
- The terms of warranty are as follows:-
- The Company will not accept any liability (other than liability for death or personal injury arising out of or in connection with a contract for the supply of goods which is not a contract falling within the description contained in Section 26 of the Unfair Contract Terms Act 1977 or any statutory modification or re-enactment thereof) either in contract or tort for any loss either of a direct or consequential nature suffered as result of any act or omission on the part of the Company or its servants, agents or representatives or any fault in any of the goods it supplies.
- The Company's liability is limited to the repair or replacement of defective parts where in the Company's judgement such defects have arisen without misuse but are solely as a result of faulty design materials or workmanship and provided that special commissioning arrangements which may be specified by the Company or the Company's agents and all maintenance instructions have been observed.
- Warranty shall be invalidated if without the Company’s written permission:-
- The goods/service have been modified amended combined with goods not supplied by the Company or had non-Company approved components fitted or used in connection therewith;
- Work which has not been approved by the Company has been carried out on the goods/service.
The Company reserves the right to decide on the method of dealing with a claim under this warranty Condition.
- Once agreed and work or the order process is underway, the customer shall have no right to cancel the order unless done so with the written consent of the Company. In the event of the Company giving to the customer written consent to cancel the order or if the Company cancels the order the customer shall forthwith become liable in damages to the Company for 10% of the contract price or the contract value as at the date of cancellation whichever is the higher.
The Company shall not be liable to the customer for any breach of the terms of any contract between the Company and the customer incorporating these terms and conditions which is due to any cause arising from or attributable to acts events non-happenings omissions or acts of God beyond the reasonable control of the Company (including but not limited to strikes lock-outs shortage of labour civil commotion riots or threat of or preparation for war and inability to obtain suitable raw materials equipment tools power components or transportation).
All matters relating to the formation performance and discharge of any contract incorporating these terms and conditions shall be governed by English law and shall be determined only by proceedings conducted within the jurisdiction of England and Wales.