Terms and Conditions
Eze Computers Limited (or “we” or “us”) shall provide the Maintenance Services and Sales Services in accordance with the Terms and Conditions below
1. Definitions
In this Agreement, the following words shall have the following meanings:
'Agreement' the agreement containing these Terms and Conditions;
'Charges' the amounts set out in our current price list, a copy of which is available on request;
'Equipment' all hardware, components, ancillary equipment and software used in the operation of computer systems;
'Maintenance Services' the preventative, repair and remedial services set out in clause 2.4;
‘Parties’ you and us, and ‘Party’ shall mean either you or us;
‘Sales Services’ the sales services set out in clause 3; and
'Service Hours' 9 am to 5 pm Monday to Friday, excluding bank and other public holidays
2. Maintenance Services
2.1 We shall provide the Maintenance Services to you in consideration for the Charges, subject to the provisions of this Agreement
2.2 We shall use reasonable endeavours to provide the Maintenance Services
2.3 The Maintenance Services shall be performed by the employees or agents that we may choose as most appropriate to carry out those Maintenance Services
2.4 The Maintenance Services apply to the Equipment and shall be as follows:
2.4.1 Preventative maintenance: We shall provide preventative maintenance to the Equipment during the Service Hours at the intervals necessary to keep the Equipment in good working order. Preventative maintenance may be performed concurrently with remedial maintenance
2.4.2 Repair and remedial maintenance during Service Hours: We shall provide remedial maintenance during the Service Hours when notified that the Equipment is faulty
2.4.3 Repair and remedial maintenance outside Service Hours: We shall at our sole discretion provide remedial maintenance outside the Service Hours at your request
2.5 We shall provide all parts which we deem necessary to maintain the Equipment in good working order. All parts shall be new equivalent standard parts of equal quality. All parts removed for replacement shall become our property. The cost of any new parts required to maintain the Equipment will be charged in addition to the Charges. This Agreement does not cover the cost of any consumables, which shall be provided by you, or charged to you if provided by us
3. Sales Services
3.1 Subject to clause 3.2 we shall supply goods to you at the prices set out on any price list or other similar document made or issued by us subject to these Terms and Conditions
3.2 No order resulting from any price list or other similar document made or issued by us shall be binding unless and until accepted by us. We at our absolute discretion may accept or reject any order whether on account of the item being no longer available or for any other reason whatsoever
3.3 The place of delivery is at your nearest address in the United Kingdom
3.4 Our normal terms of business are for all goods in stock to be dispatched within 5 working days of cleared payment being received by us. In the event of goods not in stock, no cheques will be presented or credit cards charged until the goods are in stock and ready for dispatch, subject to clause 3.5
3.5 In the event of high-value goods not in stock (being those at a value of £100 or greater) we will require a deposit from you equivalent to 50% of the item’s price. If after making reasonable efforts to order the item we are unable to do so, we will offer to return your deposit to you and we will cancel your order
3.6 We will endeavour to deliver your order by the date specified but unless otherwise agreed in writing, time for delivery shall not be of the essence and we shall not be liable for any damages whatsoever resulting from delay in delivery howsoever caused. We may make instalment deliveries
3.7 Any damage or shortage shall be reported to us in writing by you within 7 days of delivery. Provided prompt notice of transit damage or loss is given and provided it is proved to our satisfaction that such damage occurred in transit in the United Kingdom, but not otherwise, we will at our sole discretion, repair or replace such equipment free of charge to you
3.8 For goods sold by postal order or through our website you can cancel this Agreement within 7 days of your receiving the goods. The seven day period starts on the day after you receive the goods. If you wish to return the goods, you must send them to us. You must pay the cost of returning the items to us. To cancel this Agreement you will need to send a letter to us. You can send the letter by post, email or facsimile or by personal delivery. You cannot cancel this Agreement where you unseal or break the seal of any goods which are computer software
3.12 In the case of items not manufactured by us, you shall have the benefit, in so far as it may be transferred to you, of any rights which we may have against the supplier of such equipment in respect thereof and our liability in respect thereof is limited to making the benefit of such rights to you to the extent aforesaid
3.13 We provide the following guarantee for all laptop and desktop computers you order from us: we guarantee that the product will be free from any defects for 3 months from the date of purchase. If the product has a defect within this period, you can choose whether to have it replaced or repaired, subject to the following sentence. If the defect is minor in our reasonable opinion, and you have selected to have the product replaced, we reserve the right to repair the item instead of replacing it
3.14 From time to time it may not be possible to supply the goods that you have ordered. If this occurs, we will provide substitute goods of an equivalent quality and price to those we are unable to provide. If you choose to cancel the order, we will pay the cost of returning the substitute goods
3.15 We shall not be liable for any indirect or consequential damage however caused (and whether by us or any other person) and we shall not be liable for any damage (whether or not consequential) arising from stoppage or breakdown of the item for any reason whatsoever or in any other way for the performance for the item in operation
3.16 Should any item malfunction as a result of abnormal environmental factors (including without prejudice to the generality of the foregoing mains powers transients or dropouts, electromagnetic interference, extremes of humidity, vibration, temperature or pressure or chemical corrosion) which had not been notified to us at the time of placing the order and specifically accepted by us, then all costs we incur in repairing such item and investigating the causes of the malfunction shall be payable by you
3.17 We hereby reserve the right to make without notice such minor modifications in specifications, design or materials as we may deem necessary from time to time
4. Location
4.1 Subject to clause 4.2, we shall provide the Maintenance Services at the premises at which the Equipment is located
4.2 If we decide that the repair of any Equipment cannot be completed at your premises, we shall move the Equipment to our own premises, and return the Equipment to your premises once the Equipment has been repaired, at no additional charge to you
5. Charges and payment
5.1 We provide Maintenance Services on a fixed price basis or on the basis that we charge for the time spent in performing the Maintenance Services
5.2 Our Charges for performing the Maintenance Services at a fixed price or a time basis are set out in our current price list. At our sole discretion, we may waive Charges and the cost of replacement parts if we are unable to repair the Equipment
5.3 You shall pay the Charges to us within 14 days of delivery of our invoice unless the Parties agree otherwise in writing
5.4 We may vary the Charges set out in our price list at our sole discretion but if we do so throughout the duration of this Agreement we shall provide you with written notice of any variation of no less than 30 days
5.5 All amounts stated are exclusive of VAT, which will be charged in addition at the rate in force at the time you are required to make payment
5.6 If you do not make a payment within 14 days of delivery of our invoice or as otherwise agreed between the parties to this Agreement then we shall be entitled to:
5.6.1 charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England Base Rate accruing daily;
5.6.2 require you to pay, in advance, for any Maintenance Services (or any part of the Maintenance Services) which have not yet been performed; and
5.6.3 not perform any further Maintenance Services (or any part of the Maintenance Services)
6. Your obligations
6.1 During performance of the Maintenance Services you shall:
6.1.1 co-operate with us as we reasonably require;
6.1.2 provide the information and documentation that we reasonably require;
6.1.3 make available to us such Facilities as we reasonably require; and
6.1.4 ensure that your staff and agents co-operate and assist us
6.2 'Facilities' shall mean working space, heat, light, ventilation, electrical power, telephone, paper, ink, toner, access to the internet and your computer network and shall include not only access to such resources but also use of them to the extent that we need to do so in order to perform the Maintenance Services
6.3 You shall keep and make available to us any operating manuals and CDs containing programs or other data supplied with any of the Equipment
6.4 You shall not charge for our use of the Facilities made available by you. We shall not reimburse you for the cost of any paper, ink, toner or other supplies used by us in the course of the testing or repair of any Equipment
6.5 If you do not provide the Facilities that we reasonably require to perform the Maintenance Services, then any additional costs and expenses which are reasonably incurred by us shall be paid by you
7. Exclusions
7.1 In the case of any Equipment that is more than 5 years old, we shall attempt to repair it and obtain any parts that are needed, but shall not be liable if we cannot complete the repair because we are unable to obtain any necessary parts
7.2 We shall not be liable if we are unable to complete any repair, or if any part of the Equipment is damaged, because of any cause outside our control, such as deficiencies in the supply of power (including power failures and surges), flooding and any other environmental hazards
7.3 We take no responsibility for any data belonging to you that may be held in any Equipment however we do reserve the right to report any criminal material we discover in the performance of our obligations under this Agreement
7.4 We reserve the right to terminate this Agreement by written notice to you for any of the following reasons:
7.4.1 any Equipment is not being used in accordance with its manufacturer's published instructions; or
7.4.2 the Equipment has been abused or mistreated, including being subjected to unusual physical or electrical stress; or
7.4.3 you alter the Equipment or use parts or supplies not supplied by us or the Equipment's manufacturer; or
7.4.4 any repairs to the Equipment are performed by persons other than us and our authorised representatives; or
7.4.5 you have not carried out procedures or services, recommended by us, to the Equipment
8. Confidentiality
8.1 Subject to clause 7.3 each Party ('Receiving Party') shall keep the confidential information of the other Party ('Supplying Party') confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for performing the Receiving Party's obligations under this Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party's obligations under the provisions of this clause, and ensure that the Receiving Party's officers, employees and agents meet the obligations
8.2 The obligations of clause 8.1 shall not apply to any information which:
8.2.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;
8.2.2 is, or becomes, publicly available through no fault of the Receiving Party;
8.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
8.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
8.2.5 is required to be disclosed by order of a court of competent jurisdiction
8.3 This clause 8 shall survive termination of this Agreement
9. Use of Sub-Contractors
9.1 We are permitted to use other persons to provide some or all of the Maintenance Services
9.2 We shall be responsible for the work of a sub-contractor to the same standard as stated in this Agreement or as agreed by the Parties. However, the Parties acknowledge and agree that some sub-contractors have their own terms and conditions on which the sub-contractor trades and which are more restrictive than those in this Agreement. Where the terms and conditions of a sub-contractor are more restrictive or exclusory then the provisions of this Agreement, the Parties agree that the work provided by a sub-contractor will be governed by the terms and conditions of the sub-contractor rather than the provisions of this Agreement
10. Warranties, liability and indemnities
10.1 We warrant that we will use reasonable care and skill in performing our obligations under this Agreement to the standard generally accepted within the industry. However, we provide no warranty that in providing the Maintenance Services any Equipment shall be restored to good working order by any particular time
10.2 If we perform the Maintenance Services (or any part thereof) negligently or in breach of this Agreement, then, at your request, we will re-perform the relevant part of the Maintenance Services, subject to clauses 10.3 and 10.4 below. Your request must be made within 7 days of the date of performance of the Maintenance Services in question
10.3 Except in the case of death or personal injury caused by our negligence, our liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the Charges paid by you to us under this Agreement. The provisions of this clause 10.3 shall not apply to clause 10.5
10.4 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 10.4 shall not apply to clause 10.5
10.5 You shall indemnify and hold us harmless from and against all Claims and Losses arising from loss, damage, liability, injury to us, our employees and third parties, by reason of or arising out of any information supplied to you by us, our employees or subcontractors, or supplied to us by you within or without the scope of this Agreement. 'Claims' shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and 'Losses' shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever
10.6 Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law
11. Termination
11.1 This Agreement shall continue until terminated in accordance with this Agreement
11.2 Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party:
11.2.1 if the other Party is in breach of its obligations under this Agreement; or
11.2.2 if the other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other Party's assets or business, or if the other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt
The notice shall take effect as specified in the notice
11.3 On termination of this Agreement, you shall pay for all Sales Services and Maintenance Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by us for the performance of our obligations under this Agreement prior to the date of termination
12. General
12.1 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 30 days, either Party may terminate this Agreement by written notice to the other Party
12.2 Bailment
All rights and title to any goods delivered to you shall not pass to you and you shall keep the goods as bailey and trustee for us (returning the same to us upon request) until the price of the goods shall have been wholly paid to include any additional sums levied in respect of late payment
12.3 Amendments
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties
12.4 Assignment
Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement
12.5 Entire agreement
This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud
12.6 Waiver
No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law
12.7 Agency
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf
12.8 Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement
12.9 Announcements
No Party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange
12.10 Interpretation
In this Agreement unless the context otherwise requires:
12.10.1 words importing any gender include every gender;
12.10.2 words importing the singular number include the plural number and vice versa;
12.10.3 words importing persons include firms, companies and corporations and vice versa;
12.10.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
12.10.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
12.10.6 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
12.10.7 the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
12.10.8 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
12.10.9 where the word 'including' is used in this Agreement, it shall be understood as meaning 'including without limitation'
12.11 Notices
Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail to the last known residence or place of business of the relevant Party
12.12 Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit
12.13 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions
