General Terms and Conditions

These are the terms and conditions that apply to all trading between our company and our customers. They tell you the terms and conditions that apply in respect of any goods or services we supply to you, what the purpose of our web sites are and explain the basis on which you can use our web sites and our other resources. You can also find a description of our returns policy, warranties and our privacy policy in respect of any personal information you might provide us.

Please do read these carefully and if you feel any part of them to be confusing or difficult to understand, please do let us know as we strive to keep these terms and conditions clear and simple to use and refer to.  If you have any questions regarding any of your rights or restrictions set out in this document then please do contact us for clarification before using any of our website or its facilities.  If you do not agree with any part of these terms or conditions then please leave our website immediately and do not use it.

Your statutory rights are not affected by these terms and conditions.

By using this web site or of any of the information or products or services we offer you are deemed to have read, accepted and to unconditionally agree without any reservation to be fully bound by these terms and conditions and any other guidelines or rules applicable to other services that may be posted from time to time.

If you do not agree with any part of these terms and conditions of use you must not use this site or procure or use any of our products or services.

Access to our websites

We will do our utmost to ensure that availability of our websites will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, we are unable to guarantee this service. Your access to any of our websites may therefore be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.

Our Organisation

We consist of a small group of trading companies, each specialising in their own individual products and services and using each other's specialist skills as appropriate to meet the various needs of our customers. These terms and conditions are common to all of our companies and therefore apply to each individual organisation.

The Supplier - Byte IT Computing Limited supplies professional I.T. Services to small and medium sized businesses, mainly in the midlands.
Voyager Systems focusses on the provision of Internet, web site development, web site search engine promotion and telephony based services.

All sales transactions with any of the above companies are subject to our standard terms and conditions of sale, which are included below and our letters, invoices and other commercial documents generally refer to these. 

In every and all cases each of our operating companies (as indicated above) remains exclusively responsible for its own warranties and liabilities be they of any nature, express or implied, statute or otherwise and all trading and liabilities remain the responsibility of the supplying company and seperate from other companies.

Inaccurate Information, Errors and Omissions

Although we are very careful to check our content and the specification of the products we supply properly, human nature being what it is, it is possible that we may occasionally make a mistake. Therefore some information on our web sites may contain typographical errors or may be incomplete or not current or contain other inaccuracies. Unfortunately, such inaccurate information may relate directly to the price of a product, the description of a product or to its availability.

If you are affected by such an error, we apologise for this and for any inconvenience or misunderstanding any such errors might cause you.  We do reserve the right to correct any mistakes that we might make at any time, even after an order was placed and we may not let you know that we have made a correction. 
However, please be reassured that if you have ordered goods or services from us which and because of such an error you subsequently find that the item is not fit for your purpose we will refund you the price you paid for the item provided that;

  1. you notify us of the error within 5 days of receipt of the item,
  2. you return it to us intact, packaged and as you received it and in merchantable condition, allowing only for any essential unpacking or use you may have had to make of the product to establish that the error had been made, and
  3. you return the product in accordance with our returns policy

Accepting an item for return or making a refund of some or the entire price you paid for an item does not necessarily mean that we agree with you that an error has been made. In each and every case our total liability for any error that we make is at all times limited to the price paid for the item.

Shopping with us on line

Any online stores are made available to allow our United Kingdom customers the opportunity to shop in their local currency for products delivered within the UK, inclusive of Value Added Tax.
 
We make every effort to provide comprehensive details of our products and services online and we also provide contact points on our sites so that potential customes are able to ask us any questions necessary to determine the appropriateness of the product or service for their use.
We do not offer any assurances other than those explicitly stated and by choosing to buy any product from us, the customer undertakes to check its suitability for their purpose in every respect prior to using the item.

Prices Shown

Unless otherwise indicated all the prices shown on our web sites include VAT at the appropriate rate for the product. Unless otherwise advertised and indicated our shipping costs are not included in the price for the goods as they vary according to the total value of the order, the weight of the goods and the type of shipping required.

Availability

Unless we include a statement to the contrary within the product description, we endeavour to only list products on the website that we expect to be able to supply within our stated delivery timescales.  Whilst we generally do meet our stated delivery terms, we ask you to please note that our dispatch estimates are just that. They are not guaranteed dispatch times and should not be relied upon as such. As we process your order, we will inform you by e-mail if any products you order turn out to be unavailable or on significantly longer lead times.

Terms relating to users outside of Europe

We make no representation other than those specifically stated on the site that materials in the web site or any materials, information or recommendations included on or offered by our site are appropriate or available for use in locations outside of Europe.

Unless otherwise specified, the materials on this site are presented solely for the purpose of promoting products available in Europe. Those who choose to access this site from other locations do so on their own initiative and are fully responsible for compliance with any of their local laws, if and to the extent that they are applicable.

This agreement shall be governed by, construed and enforced in accordance with the laws of England. Any action in connection with any matter related to this site, shall be brought only in Courts located in Northampton, England, and you expressly consent to the jurisdiction of said courts.

Terms relating to users outside of the UK

All products offered for sale comply with European Community regulations regarding safety and where instructions are included these are printed in English as a minimum.
Products using a plug or adapter power supply are equipped to handle European voltage (220-240 volts). Although we endeavour to source products with popular European plug options, this is not always the case and not all products will be available with the customer's preferred plug configuration. The product information will indicate the available plug configuration options, which should otherwise be assumed to be the UK standard 13A plug.

International orders

When ordering goods for delivery overseas you may be subject to import duties and taxes, which are levied once the package reaches the specified destination. There are likewise various customs policies which frequently change as reviews take place and government policies change.

International customers are therefore responsible for all and any local taxes or duties levied for the import of our goods and the legality of these imports. Should any goods that you order from us be returned by customs and excise we reserve the right to recover all shipping costs incurred by us to prior to us issuing any refunds.

Please also note that you are considered the importer and as such it is up to you to ensure that you comply with all laws and regulations of the country in which you are receiving the goods.  

We would like our international customers to be aware that cross-border deliveries are also subject to opening and inspection by customs authorities.

Age Restriction

We do not sell products for purchase by children and any children’s products listed on our site are included for purchase by adults. If you are under 18, you may only use our websites with the involvement of a parent or guardian.

Our Contract with You

When you place an order on line for the purchase of a product or service from us it is considered to be a formal request made by you as an offer to purchase the products listed in your order. 

We will generally send you an e-mail or other confirmation to advise you that we have received your order and include the order details as a confirmation.

Your order is accepted by us only when we send a subsequent advice to you by email or printed document, which will normally occur at the time the goods are dispatched by us. This order acceptance only relates to the part of your order that we have positively indicated and any other products or services on the same order do not form part of that contract and may be confirmed by us at a later date.

General Terms

Severability

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. 

Entire Agreement

This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing and signed by two directors or partners of the company supplying the goods or service for which the modification is required.

Meaning of Headings

Headings in this document are included to assist the user with navigation of the document only and have no meaning in respect of the document.

Interpretation

These conditions will be interpreted in accordance with the Law of England and the customer agrees to submit any dispute to the non exclusive jurisdiction of the English Courts.

Should there be any difference between these terms and conditions and the document titled "General Terms and Conditions of Sale" then the provisions of the document "General Terms and Conditions of Sale" will prevail.  The document "General Terms and Conditions of Sale" is included below.

Removal of Service

We reserves the right to refuse access to the website, terminate accounts, remove or edit content or cancel orders at our discretion. If we cancel an order, before it is delivered, then the cancellation will be without charge to the customer.

References and Definitions

All references to “site”, “website” or “web site” refer to any internet domain names in use by the companies to whom the terms relate.

Electronic communications

When you send e-mails or faxes to us, you are communicating with us electronically and we also communicate with you by e-mail, fax or by posting notices on our web sites.  For contractual purposes, you consent to receive these communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that we make such communications in writing. This condition does not affect your statutory rights.

Liability for Losses

We will be responsible for any losses you suffer as a result of us breaching these conditions if the losses were reasonably foreseeable to both you and us when a contract for the sale of goods by us to you was formed. Such liability being at all times limited to the value of the goods to which the said breach relates.

We will not be responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss no matter how it may have been caused.  We do not limit in any way our liability by law for death or personal injury caused from our negligence or breach of duty.

Alteration of Service or Amendments to these Conditions

We reserve the right to make changes to our website, policies, and these conditions of use and sale at any time. You are subject to the policies and conditions of use and sale in force at the time that you use the website or that you order goods from us.  

Events beyond our reasonable control

We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.

Waiver

If you breach these conditions and we take no action this shall not be taken as trade custom or practice or license to permit further breaches and at all times we retain the full use of our rights and remedies under these terms and conditions.  

Complaints Procedure

In the event that you have any complaint to make in respect of the goods we supply to you, the content of our web site, our service to you or for any other reason please write or email us at the following addresses:


Customer Service Department
5 Welton Park
Welton
Northamptonshire
NN11 5JW

We take all complaints very seriously and will always carefully consider every concern that we receive from our customers and users of our web site and associated services.

Cancelling an Order

You may cancel your order for the supply of goods with us at any time prior to the goods being shipped to you.  Thereafter you have access to our 30 day money back guarantee.

Registration

We provide our customers the opportunity to register with us to make shopping easier and more convenient. You choose what information you want to register. By completing the registration form, you consent to us collection and use of this data as described in our Privacy Policy.

Shipping and Handling

We aim to dispatch your order the same day we receive it, and generally achieve this for all orders received before 16:00 each Working Day.
In general you can expect to receive your delivery from us within 3-7 days of your order if your shipping address is within the UK and within 14 days for Europe.  If you are concerned about your delivery at any time (please allow 7 days) you can contact us via email or telephone and we will check up on the progress of the delivery for you.
Telephone: 01327 878111
Email: support @ byte-it.com

Working Hours

Our working day is defined as Monday to Friday 09:00 to 17:00 (UK time) excluding UK bank holidays. Although not guaranteed, cover is often available outside of these hours by emailing us at support @ byte-it.com or by calling 01327 220033 and leaving a message. We will normally respond to messages if the office is manned and we feel that a call would help you, otherwise someone will respond at the next available opportunity.

Security

Credit Card Transactions

We do not accept any card transactions ourselves and have no visibility of your card or details in respect of any payments you make on line.  All our online transactions are automatically redirectly to a mainstream bank or accredited on-line payment organisations who process your credit card details securely. Once you have made your payment we receive an acknowledgement back confirming that the payment was successful and this contains no card details.
 
In the unlikely event of unauthorized use of your credit or debit card ,you must always notify your credit or debit card issuer immediately.

PayPal Transactions

As with credit cards, if you make your payment through PayPal your details are automatically routed to PayPal for processing by them. We again receive a confirmation back, once the payment has been made.

Off Line Transactions

Because some people prefer to either deal directly with a human or prefer not to enter their card details on line at all, we have provided further options for making your purchase from us.

Order by fax

Once you have selected your goods, you can print your order form from our payments page, then simply fill in the form at the bottom of the order with your details and fax it back to us directly.

Order by mail

If you prefer to pay by cheque, or don’t have access to a fax machine, you can print your order and either include a cheque, money order or complete the card details on the form and return it to us by normal postage.

Order by telephone

If you prefer to discuss your requirements with us before placing your order, or if you would rather make a credit card payment directly with a person over the telephone you can call us directly using the sales number on the web site selling the goods.

We call you back

If you have any questions about your product options or having made your selection, you would prefer to confirm your order with us personally, simply select the email option from the payment screen. This will email your enquiry to us and an operator will call you back, answer any queries that you may have and take your payment details over the telephone when you are ready to proceed.

Your Account

You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if anyone else obtains these details from you.  We will quickly change your account details preventing access and decline any orders received in the meantime  It is up to you to maintain the confidentiality of your account and password and you agree to accept responsibility for all transactions that occur on your account.

Privacy Policy

This section describes our Privacy Policy and tells you how we protect any personal information you give us, why we require it and exactly what you can expect us to do when you chose privacy options or instruct us to remove your details from our database.

As a strict policy, we do not sell, trade, rent or otherwise share your email address with any other company or third party. From time to time we may make portions of our customer mailing lists available to carefully screened companies. This may include your name and postal address, but never your email address.

Data Collection and Use

In several areas of our site, we ask you to provide information by filling out and submitting an online registration form. You only ever need to complete this once as the details are held within our database, so that we know who you are when you return to the site in the future. 

Why we require your Email Address

Your email address is used during the on-line order process to send you confirmations of any transactions you make and in the event that you contact us for information, to allow us to email information back to you.  You will only receive emails from us necessary to the processing of your order unless you specifically choose to subscribe to our email program, mailing list or catalogue.

Our email Promise

We never share your email address with any other organisation or person.

Why we require your Telephone Details

Your telephone contact details are required for two main reasons.

Fraud prevention

The first is to guard against fraudulent transactions. We regularly call people back on a land line number to confirm their order details as this helps to ensure that your details are correct and that fraudulent use isn’t being made of your card. It is a sad fact that card details do get stolen and used fraudulently. Generally these criminals use untraceable mobile telephone numbers to place their orders and do not give valid land line numbers (which can be traced by the police).

If you wish to use a different shipping address from your billing address, we must have a land line telephone number to contact you on, so that the transaction can be validated with you prior to the order being shipped.

Delivery or other questions

We also like to be able to contact you if there is a difficulty with your order or delivery or in the event that our courier is unable to locate your address.
We ask for several numbers so that we stand the best chance of being able to contact you should we need to.

Our Telephone Promise

We will never share your telephone number/s with any other organisation or person and we will only ever use the telephone ourselves to contact you regarding goods you have ordered the services we provide or occasionally to confirm your registration details.

Why we require your Postage Details

We obviously need your billing and shipping details to be able to transact your order and deliver the product/s you require to your specified shipping address.

Billing Address

Your billing details help us to confirm that you are who you tell us you are. This address is also used to send any confirmation of your order with us and any payments you make.

Shipping Address (optional)

We will never send any billing information with any package sent to a shipping address if the address is different from the registered billing one. This means that you can safely ask us to ship an item as a present for someone without them also receiving any price or other ordering details.
If you use a separate shipping address, you must also supply us with at least one land line telephone numbers as we will validate your instructions by telephone.

Revising Your Details

Please ensure that the details you provide us with are correct and complete and keep us informed of any changes to the information that you provided when registering. To help keep ourselves up-to-date, we may contact you to from time to time to confirm your details with us and to check that you wish to continue your registration.

Revising your details

You may of log in to our web site or contact us by phone , fax or email at any time and change your registered details. 

Marking your Account for Deletion

Should you no longer wish us to hold your details you can mark your account deletion. Marking your account for deletion will immediately indicate to us that we should not contact you and once all outstanding transactions and liabilities have expired your details will be permanently removed from the database.  You can request us to delete your details by phone, fax or email.

"Cookie" Use

"Cookies" are tiny files containing a few words of text that are stored by your internet browser on your computer. Our cookies do not contain any personally identifying information, but they do enable us to provide features such as welcoming you back to our site using your name and storing items in your shopping cart between visits. Most Web browsers automatically accept cookies, but you can usually change your browser to prevent that. Even without a cookie, you can still use most of the features in our store, including placing items in your shopping cart and purchasing them.

Returns Policy

We stand behind every product we sell and we want you to be happy every time you shop with us. We are pleased to offer our “no quibble” 30 Day Money Back Guarantee and warranty on all products we supply.

30 Day Money Back Guarantee

All goods are included within our 30 day money back guarantee, which means that; if you're not absolutely satisfied with your purchase for any reason whatsoever we will be happy to make an exchange or refund the purchase price for the goods returned and we will also be happy to refund the delivery charge if the return is a result of our error.

You must follow our Returns Procedure and advise us within 30 days of receipt of the goods. In order to receive a refund, returned products must be in like-new condition with original packaging and materials. All returns must be accompanied by the original packing slip/receipt and returned in accordance with our Returns Procedure.
Some restrictions apply to some goods, as set out below:

  1. Media based goods that could be copied or installed (such as Software, music CDs, DVDs, or similar) may only be returned if the sealed wrapper or label attached to them is intact.
  2. Goods which are purchased to be consumed may only be returned if they are unopened, unused and intact.
  3. Try before you buy type goods which require a security key or similar device to open them (such as download software or eBooks) cannot be returned or refunded once the security key has been issued.
  4. Goods that are liable to rapid deteriorate (such as flowers) cannot be returned.
  5. Goods made to your personal specification or personalised for you before shipping (such as certificates or similar) cannot be returned.

Manufacturers Warranty

Unless otherwise stated most mechanical, electronic or physical products are supplied with 12 months manufacturers warranty against defects in workmanship or materials. Should you need to use this warranty, the goods will either be returned to ourselves for exchange/repair or to the manufacturer. In either case you should contact our Customer Service department by email to support @ byte-it.com and they will contact you back with instructions.

Returns Procedure

The process is very simple and operates as follows:

  1. Locate your order confirmation containing the details of your purchase. Have a pen and paper to hand as you will need to write a number down for the returned goods.
  2. Contact our Customer Service Department by email to support @ byte-it.com and ask for a Returns Authorisation. They will check your details and the order for the goods you wish to return and provide you with a Returns Authorisation Number (RAN).
  3. Package the goods to the same standard of packing as you received them from us (use the original packaging if you can).
  4. Label your package clearly with the Returns Authorisation Code, our Returns Department Address, and your Name and Address (in case the package gets lost by your courier).

    Returns Department
    5 Welton Park
    Daventry
    Northamptonshire
    NN11 2JW

  5. Return the item to us via insured parcel post ensuring that it arrives with us within 5 days of obtaining your Returns Authorisation Number.

Goods received without a valid Returns Authorisation Number, inadequately packaged or received later than 5 days following the issue of a Returns Authorisation Number may not be accepted.

Web site Licence of Use

Licence for website access

You are granted a limited licence to access and make personal use of this website, but (other than page caching) not to download or modify any part of it, without the express written consent of the web site authors as detailed on the web site.
 
This licence does not include any resale or commercial use of this website or its contents of any nature whatsoever or by any means manual or automatic. You may not use any form of framing techniques to enclose any trademark, logo, or other proprietary information layout, hidden text, tags or images without express written consent.

You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome pages of our websites as long as the link does not portray the web site owner, web site author or its affiliates, associates or their products or services in any way that may be considered offensive of derogatory to anyone. You may not use any logo or other proprietary graphic or trademark contained within the site as part of the link without the express written consent of the web site author.

You must not use the website in any way that may cause or lead the website or access to it to be restricted or impaired in any way.

You understand that you are fully responsible for all electronic communications and content sent from your computer and you must use the website for lawful purposes only and refrain from submitting any information of a profane or other nature that may be considered offensive to the recipients.

You must not use the website in connection with any form of unlawful activity or to send, use or reuse any material that may be in any way illegal or offensive to anyone or which consists of or contains software viruses or political or commercial solicitation, chain letters, mass mailings or any form of advertising.

You accept that you are responsible and indemnify for each and any breach of copyright, trademark, confidence, privacy or any other right in relation to any material or information you submit to us. If you do post content or submit material, and unless we indicate otherwise, you automatically grant and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable, right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sublicense and display such content throughout the world in any media.

You represent and warrant that you own or otherwise control all of the rights to the content that you post; that, as at the date that the content or material is submitted to us:
(i) the content and material is accurate;

(ii) use of the content and material you supply does not breach any of our applicable policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory).

You agree to indemnify the web site author, its owner or operator and its affiliates and associates for all claims brought by a third party against them arising out of or in connection with a breach of any of these warranties.

You accept that we operate on a "notice and takedown" basis. If you believe that any content on the website contains a defamatory or offensive statement or breaches any form of trademark, copyright or intellectual property right, please notify us immediately and we will investigate the claim which once verified we will make all reasonable endeavours to remove the content complained about within a reasonable time.

 

General Terms and Conditions of Sale

Definitions

The "Supplier" shall be one of Voyager Systems, Byte IT Computing Limited or Hy-Protec Health and Safety Limited as the supplier of goods and/or services under this agreement.

The "Customer" is the person, company or organisation wishing to purchase goods and/or services from the Supplier.

Effect

1.1. These conditions with any special conditions specified by the "Supplier" shall prevail over all others proposed by the Customer or implied by law or trade custom and practice. The Suppliers failure to object to other terms and conditions shall not be regarded as a waiver of this requirement.

1.2. All Customer's orders are subject to acceptance by the Supplier.

1.3. Any headings used within this Contract are included for readability only and in no way affect the interpretation of the Contract.

1.4. No statement made or agreed and no liability undertaken orally shall be binding upon the Supplier unless confirmed in writing by the Supplier’s duly authorised personnel.

1.5. The validity, construction and performance of the Contract shall be governed by English Law.

Prices

2.1. Unless otherwise stated, prices are for delivery ex works and are inclusive of packing to the Supplier’s normal standards but are exclusive of Value Added Tax or other taxes which shall be added to the prices.

2.2. the Supplier shall have the right to adjust prices if the Supplier agrees to any variation from the terms and specification of the equipment and services expressly included within their accepted quotation.

2.3. the Supplier will endeavour to maintain quoted prices but reserves the right to increase them to take account of increases in the cost of labour or materials occurring between quotation and completion of the Contract.

2.4. Unless otherwise agreed the Services are carried out on a time and materials basis at the rates specified by the Supplier or where rates have not been specified at the prevailing rates in use by the Supplier at the time the services are undertaken.

2.5. All travelling, transportation, living expenses, premiums paid for unsociable working hours and any extra charges payable in accordance with these Conditions shall be separately and additionally charged and paid for on receipt by the Customer of the Supplier’s invoice.

Customers Obligations

3.1. The Customer shall supply the Supplier when required with such information and documents that the Supplier requires to enable the Supplier to complete the Contract without delay or interruption.

3.2. If the installation site requires preparation, the Customer must make the installation site ready in accordance with the Supplier’s requirements and take all measures necessary to ensure that installation can commence on time and be executed without hindrance or interruption.

3.3. The Customer shall ensure proper working conditions and adequate security measures are taken for the installation site.

Delivery

4.1. If the Supplier delivers equipment to the Customer's premises then delivery for Contract purposes shall be at the time and place of such delivery. Otherwise, the Supplier will give the Customer notice that the equipment is ready for collection and delivery shall be deemed to take place there when the Customer or the Customer’s carrier collects the equipment or at the close of business on the day following such notice, whichever shall be the earlier.

4.2. Time shall not be of the essence and any dates quoted by the Supplier shall be automatically extended if the Customer requests changes or fails to comply with any obligations in a timely manner or for any delay caused by any cause beyond the Supplier’s reasonable control.

4.3. If the delay caused by any cause beyond the Supplier’s reasonable control continues for thirty (30) days or more, the Supplier shall be entitled by notice to the Customer to terminate the Contract.

4.4. The Customer shall make good to the Supplier any loss or extra costs arising from any delay caused by the Customer.

4.5. Subject to sub-clause 4.2. if the Supplier fails to deliver or complete installation and commissioning of the equipment in accordance with the Contract by the date specified in the Contract and if as a direct result thereof the Customer suffers loss the Supplier shall pay for each week or part of a week of delay agreed and liquidated damages at the rate of one half of one per cent (½ %) up to a maximum of ten per cent (10 %) of that portion of the Contract Price of any equipment not installed and commissioned as appropriate by such date. Such payment shall be in full and final satisfaction of the Supplier’s liability for such delay.

Risk and Title

5.1. Risk of damage to or loss of the equipment shall pass to the Customer on delivery.

5.2. Title to software together with copyright and other intellectual and industrial property rights in the software and in all data and information embodied in the hardware, shall at all times remain with the Supplier or their licensors.

5.3. Title to hardware shall pass to the Customer once the Supplier receives full payment for the relevant hardware.

5.4. The rights of the Customer in any software, information or data not generated by the Supplier shall be subject to the Customer accepting the sub-licence conditions required by the owner of such software, information or data.

5.5. Notwithstanding any retention of title, the Supplier reserves the right to sue for the Contract Price or any part thereof.

Payment

6.1. The Customer shall make full payment to the Supplier of the Contract Price on receipt of the Supplier invoice or in the event where other terms have been previously agreed and the same are included on the invoice such agreed payment terms would apply.

6.2. Separate invoice(s) may be submitted in respect of labour at the end of the calendar month or on completion of activity milestones.

6.3. No payment may be withheld as an offset against any sum that may become due to the Customer.

6.4. Any sums payable to the Supplier that are ten (10) days or more overdue shall bear interest on a day to day basis of four per cent (8%) over the Lloyds Bank plc Base Lending Rate for Sterling from the date of issue until the date of receipt by the Supplier of such payment.

Storage and Carriage

7.1. If within five (5) days of notification to the Customer that the equipment is available for delivery or collection and the Customer fails to accept delivery or collect the equipment (as appropriate) or if the Supplier is unable by reason of any cause beyond its reasonable control to deliver the equipment the Supplier shall arrange storage for the equipment and delivery of the equipment into storage shall be deemed to constitute delivery to the Customer.

7.2. Any costs incurred by the Supplier under sub-clause 7.1. including where necessary re-testing and refurbishing shall promptly be paid to the Supplier by the Customer and associated dates shall be extended by a reasonable period in respect of any delays suffered by the Supplier arising from storage and subsequent shipment as provided in sub-clause 7.3.

7.3. If and when any change in circumstances allows the Supplier to deliver the equipment the Customer shall forthwith give instructions to permit the Supplier to deliver the equipment.

Equipment Specification and Quality

8.1. All specifications, particulars and descriptions set out in catalogues, brochures and similar documents and particulars of weight and dimension are approximate and, being intended for general guidance, shall not be binding.

8.2. The Customer accepts responsibility for the equipment achieving the Customer's intended results and for the selection of, and results obtained from other items with which such equipment is to be used.

8.3. the Supplier reserves the right to amend details of the technical specification in the Contract to improve the facilities or performance of the equipment supplied or at their own discretion to substitute items of equivalent or similar performance.

8.4. Quality will be in accordance with the Supplier’s normal standards. Additional requirements and changes to the equipment specifications required by the Customer will only be effective if accepted in writing by the Supplier’s duly authorised personnel.

Testing, Installation and Acceptance

9.1. The equipment will be subjected to the Supplier’s standard tests before despatch and where the equipment is installed by the Supplier it will be subjected to the Supplier’s installation tests to demonstrate that it is in accordance with the Contract requirements and upon successful completion of such tests the equipment will then be deemed to have been accepted.

9.2. If the Supplier is unable to carry out its tests for more than five (5) days for reasons within the control of the Customer or if the equipment is taken into use then the equipment as installed will be deemed to have been accepted by the Customer.

9.3. Where installation and commissioning of the equipment (or supervision of such activities) form part of the Contract, charges are based on an uninterrupted programme of work and any delays beyond the Supplier’s reasonable control shall entitle the Supplier to levy additional charges. 9.4. The Customer shall have no right to reject the equipment after it has been accepted (or deemed to have been accepted under these terms of sale).

9.5. Any additional test which may be required by the Customer must be agreed separately in writing and these tests may then be the subject of extra charges and extra time for performance of such tests.

Variation of Service

10.1. If the Supplier incurs extra cost owing to any variation or suspension of the Services by the Customer's instructions or lack of instructions, interruption, mistakes or any other work for which the Supplier is not responsible any such extra costs shall be an additional charge payable by the Customer.

10.2. If the Services are interrupted for a cause for which the Supplier is not directly responsible for a period of eight (8) hours the Supplier personnel may be re-deployed and return travel expenses shall be paid by the Customer.

10.3. Where the Supplier is asked to provide works or services beyond those specified in the Contract these shall be undertaken at the exclusive discretion of the Supplier.

Warranty

11.1. No claim for shortage or damage in the equipment delivered will be considered unless received by the Supplier within two (2) days from the date of receipt of such items by the Customer (or by a third party on the Customer's behalf).

11.2. the Supplier undertakes to replace or (at its option), repair any hardware items proved to its reasonable satisfaction to have failed within twelve (12) months of delivery by reason of defective design, materials or workmanship PROVIDED:

a) This warranty shall not extend to any failure not reported to the Supplier within two (2) days of delivery where such failure results from defects which ought reasonably to have been discovered if inspection and/or test of the equipment had been practicable; and,

b) The Customer promptly informs the Supplier on discovery of the alleged failures and promptly returns the hardware items, carriage paid, with a full written report on the defects unless the Supplier agrees to replace or repair on site; and,

c) The equipment has been stored, installed, maintained and used properly having regard in particular to the Supplier’s and other agreed applicable specifications and instructions; and,

d) The Customer shall refund to the Supplier the cost to the Supplier of any replacement, repair or re-delivery of the hardware items effected by the Supplier where the failure is not within the terms of this warranty.

11.3. The Customer acknowledges that any software supplied cannot be tested in every possible permutation and accordingly the Supplier does not warrant that it will be free of all defects or that its use will be uninterrupted.

11.4. the Supplier does not warrant that equipment is of any particular quality or conforms to any particular specification other than the Supplier’s specification for the equipment.

11.5. the Supplier’s liability under this Clause shall be in lieu of any warranty or condition implied by law as to the quality, fitness for any particular purpose or merchantable quality of the equipment.

11.6. Save as provided in this Clause and in Clause 15. the Supplier shall not be under any liability whether in contract, tort or otherwise in respect of any defect in the equipment or for any injury damage or loss resulting from any such defect or from any work done or omitted in connection with the Contract.

Intellectual Property Rights

12.1. In the event of infringement of any third party intellectual property right published at the date of the Contract by the use or sale of the equipment the Supplier shall indemnify the Customer against all costs and damages which the Customer may incur in any action for such infringement or for which the Customer may become liable in any such action provided always that the Supplier shall not be liable to indemnify the Customer in the event that;

a) the Supplier has followed a design or instruction furnished or given by the Customer or the equipment has been used in a manner or for a purpose or in a country not specified by or disclosed to the Supplier prior to the date of the Contract or the equipment has been used in association or combination with any other equipment not supplied by the Supplier.

b) the Supplier has at its expense procured for the Customer the right to continue to use the equipment or has modified or replaced the equipment.

c) The Customer has made any admission which is or may be prejudicial to the Supplier in respect of an alleged infringement without the Supplier’s consent or has failed to fully co-operate with the Supplier in connection with the claims or proceedings.

d) The Customer has failed to give to the Supplier the earliest possible notice in writing of any claim made or to be made or action threatened or brought against the Customer and the Customer has failed to permit the Supplier to conduct any litigation that may ensue and all negotiations for a settlement of the claim.

12.2. The Customer warrants that any design or instruction furnished or given by the Customer shall not cause the Supplier to infringe any third party intellectual property right, including Patent, Registered Design, Design Right, Trade Mark, Mask Work or Copyright.

12.3. the Supplier shall not otherwise be liable in respect of alleged infringement or infringement of third party intellectual property rights.

Copyright and Confidentiality

13.1. Copyright in all the Supplier’s documents (including drawings and software) furnished to the Customer shall at all times remain vested in the Supplier or its licensors and neither they nor their contents shall be reproduced or used for any purpose other than that for which they are furnished without the Supplier’s prior written consent.

13.2. Data and information embodied in documents, drawings and software or in firmware shall be held in confidence by the Customer and shall not be disclosed to third parties nor used for any purpose other than that for which they are furnished. 13.3. The Customer shall take every reasonable measure to protect confidentiality.

13.4. The provisions of this Condition shall survive termination of the Contract and extend to all media in which data and information may be stored or displayed.

Software

14.1. Unless otherwise stipulated by the Supplier, all its software supplied in whatever form is supplied under licence and not by way of sale and will be in machine readable form and current release state.

14.2. the Supplier grants the Customer a non-exclusive, non-transferable licence to use its supplied software solely with and for the operation of the equipment supplied under the Contract.

14.3. The Customer is not licensed to use the the Supplier software on any other equipment and may not modify or merge its software without the Suppliers prior written consent. Any modifications so made by the Customer will be offered to the Supplier on a permanent royalty free licence and resale of the modified software by the Supplier will not be unreasonably restricted.

14.4. If the Customer wishes to dispose of the equipment supplied to a third party, subject to the agreement of acceptable terms the Supplier is willing to grant a licence to such third party in respect of the software and documentation.

Provisions for Accidents or Damage

15.1. the Supplier shall indemnify the Customer against damage to property (other than the equipment) and death or injury to persons to the extent directly caused by the negligence of the Supplier or the Supplier’s personnel, but not otherwise, to a total aggregate liability for damage to property of £5,000,000 provided that;

a) the Supplier and its insurers are immediately notified of any claim and have full power to negotiate and settle all claims; and

b) The Customer shall similarly indemnify the Supplier and shall maintain or procure appropriate insurance cover against death or injury to the Supplier’s personnel or damage to the Supplier’s property.

Exclusion for Consequential Loss

16.1. Notwithstanding anything to the contrary herein contained, (whether the Contract continues in force or not) the Supplier shall not be liable to the Customer for any loss of contracts, profits or business, or for any extra operating expenses or other indirect or consequential loss whatsoever and howsoever caused.

Default

17.1. If the Customer commits a breach of any provision of this or any other contract with the Supplier or suffers distress or execution on the equipment or commits an act of bankruptcy, makes arrangements with creditors or goes into liquidation or receivership, the Supplier may (without affecting any other claim or remedy) suspend performance or terminate this or any other contract by written notice.

17.2. In the event of any early termination (excluding termination due to a material breach of the terms of this Contract by the Supplier) the Supplier shall be entitled to be paid for any part of the equipment already delivered, work-in-progress and the cost of materials reasonably ordered in connection with the Contract, at the rates specified in the Contract, or where not so specified, at rates which are in all the circumstances reasonable, including the amount of any expenditure which in the circumstances was reasonably incurred by the Supplier in the expectation of completing the Contract.