Terms & Conditions
Supplier – the company supplying the equipment and providing services; Harwood Brittain Technology Limited (co reg: 09547933), Castle Malwood, Minstead, SO43 7PE, including its’ agents, sub-contractor’s or employees.
Customer – the company, charity, or organisation that requires the equipment or services provided by Harwood Brittain Technology Ltd. All references below to ‘Customer’ are referring to the company or person which requires the equipment or services of Harwood Brittain Technology, and who has approved the quote.
Products – any goods, services or support provided by Harwood Brittain Technology Ltd including, but not limited to, hardware and software items.
1. These terms commence on the date of the first order acceptance by the customer and will remain in place unless a change is expressly made in writing by either party.
Point of Contract
2. This contract covers the supply of any Products to the Customer, and becomes valid and binding on acceptance of the order by the Supplier.
3. 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.
4. The supplier shall obtain and/or maintain in full force and effect during the term of this agreement and for six years thereafter comprehensive liability and professional indemnity insurance, relating to provision of services to the customer.
5. The Customer and/or it’s end users may have access to confidential information. The customer agrees, and shall cause it’s end users to hold confidential information in strict confidence and unless required by law not to make such confidential information available in any form to any third party. The Customer and it’s end users will not use the confidential information for any purpose other than for purposes of receiving the services in accordance with this agreement.
The customer agrees to take all reasonable steps to ensure that confidential information is not disclosed or distributed by it’s employees in violation with the terms of this agreement.
6. 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.
7. 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.
8. The obligation of confidence shall not apply to either party where the confidential information:
– is required to be disclosed by operation of law;
– was in the possession of the recipient prior to disclosure by the other party;
– is subsequently acquired from a third party without any obligation of confidence;
– is or becomes generally available to the public through no act or default of the recipient;
– is disclosed on a confidential basis for the purposes of obtaining professional advice.
9. All confidentiality clauses shall continue in force notwithstanding the expiry or termination of this agreement, whatever the reason for the termination.
10. The Customer agrees to pay the invoice or any outstanding amounts within 14 days of receipt of the invoice.
Any notice of genuine dispute of the invoice must be made in writing within 7 days of the invoice date. If not notice is received the customer is deemed to accept the invoice in full.
Any invoice or outstanding amount that is not settled within 60 days will constitute a breach of contract by the Customer. Continued performance under the contract by the Supplier will not render this breach remedied, only once the payment for the specific invoice or outstanding amount has been received, and the Supplier at their discretion agreeing to the payment in writing as remedying the breach, shall it be remedied.
Without prejudice to any other right or remedy that the supplier may have, if the customer fails to pay the supplier on the due date the supplier may;
– Charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate of Lloyds plc. accruing on a daily basis and being compounded quarterly until payment is made, whether before or after judgement. The supplier may claim late interest under the Late Payment of Commercial Debts (Interest) Access 1998, and;
– Suspend all services until payment is made
All Products supplied, whether as new or replacement, shall remain the sole property of the Supplier until the associated invoice for the Products has been paid in full. Only after all outstanding monies has been paid shall ownership or entitlement pass to the customer.
All payments payable to the supplier under this agreement shall become due immediately on termination of this agreement despite any other provision. This condition is without prejudice to any right to claim for interest under the law, and any such rights under this agreement.
11. 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.
12. 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 11 of this section.
13. 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.
14. 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 infrastructure; 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. 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 due to the failure of the equipment, software or system to function as expected due to the above factors..
15. After the successful sign-off of the supply and/or installation of any equipment (or the settlement of any invoice associated with that equipment), any work or travel requested or required (whether inside or outside of the manufacturer’s warranty) in order to diagnose or repair any faults, or to report any fault to the manufacturer, shall be chargeable at our standard rates.
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.
16. 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 £100 000, 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.
17. 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.
18. 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.
19. The Customer agrees that all terms above are reasonable for the purposes of the Unfair Contract Terms Act 1977.
20. Each party warrants to the other that;
– it has full capacity and authority to enter into and perform it’s obligations under this agreement.
– it will perform it’s obligations under this agreement with all due skill, care, and diligence
– this agreement is executed by it’s duly authorised representative
21. The Supplier does not warrant, guarantee, or represent to the Customer that the Licenced End User materials or any third party product will meet the customers requirements, that the installation and operation of the Licenced End user materials or any Third Party Product will be uninterrupted or error free, or that defects in the Licenced End user materials can be identified or corrected.
22. Save for expressly provided in this agreement, all warranties, conditions, and other terms implied by statute, common law, or otherwise are excluded.
23. This agreement is not to be assigned or transferred by either party without the prior written consent of the other party, which consent is not unreasonably withheld, either party giving the other party thirty days prior written notice.
24. Both parties will indemnify and hold the other harmless from any expenses and liabilities for damage or injury to person or property arising out of the use of the services provided hereunder unless such damage or injury was caused by the fault or negligence of the non-offending party.
25. All data protection responsibilities are defined in the appended Data Processing Agreement.
26. 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.
27. Our onsite or remote support call charges are defined in each pre-agreed service schedule or quote or if relevant to work delivered. Where there is a conflict between a pre-agreed service schedule or quote, the quoted rate shall take precedence.
28. Where it has been indicated that mileage costs apply, they will be charged at the rate of £0.45 per mile (or part thereof) based on the round trip from our office at SO43 7PE.
The acceptance of any order for equipment or software, or the provision of any support services, will be subject to the terms and conditions set out in this document.
29. Until such time as the property in the Products supplied passes to the Customer, the Customer shall hold all such Products as the Supplier’s fiduciary agent and bailee, and shall keep the Products properly stored, insured and marked as the supplier’s property. Until that time the Customer shall be entitled to use the Products during the normal course of business, but shall account to the Supplier for the proceeds of sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or properties of the customer or other third party.
30. Until such time as the property in the Products supplied passes to the Customer, the Supplier shall be entitled at any time to require the Products to be delivered to the Supplier, and if the Customer fails to do so forthwith, to enter upon the premises of the Customer or any third party where the Products are stored and repossess the Products.
31. The Customer’s power of sale or right to use such Products that have not passed into their property shall immediately cease if an Administrative Receiver is appointed over all or any part of it’s assets or if it is adjudicated bankrupt or enters liquidation, whether compulsory or voluntary, or if the Customer makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the Insolvency Act 1986.
32. On termination of the Customer’s power of sale or right to use the Products the Customer will immediately hold the Products to the order of the Supplier.
33. Risk shall pass to the Customer at the time the Products are despatched by the Supplier, or any of it’s own suppliers. The Supplier accepts no liability for the loss or damage caused by the carrier.
This document supersedes and cancels all previous documents relating to the Terms and Conditions for the supply of Products or provision of services by the Supplier.
34. Any verbal statements made prior to the formation of the Contract are not to be relied upon or incorporated as terms of the Contract. The Customer agrees this is fair and reasonable.
35. The failure on the part of either party to this Agreement to exercise or enforce any rights conferred by this document shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
36. This Contract does not create a partnership, joint venture, agency or franchise relationship.
You may not sell, lease, sub-license, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations (including the Services) arising under these Terms and Conditions without our prior written consent.
37. Notwithstanding any provision to the contrary, nothing in these Terms will create or confer any rights or other benefits whether in accordance with the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Customer or Supplier.
38. Any cancellation of the order must be within 24 hours of a placement of the order, otherwise a 10% 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.
39. Where payment is by an agreed credit account, or payment is made on a staged or instalment 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.
40. Statutory rights remain unaffected.
41. The laws of England shall govern this contract, and both parties agree to the jurisdiction of the England courts.
42. This document is binding on both parties, and shall be provided to the Customer on request.
Last updated: 24th July 2019 (branding update)
Previously updated: 25th May 2018
Document owner: John Clough, Director, Harwood Brittain Technology Ltd
Telephone: 023 8081 2888