Curtis Consulting Limited Terms & Conditions

 
Standard Terms   Proprietary Software   RMA - Supplemental Terms    
Website Hosting   Website Design & Build  
Consumer Standard Terms   Consumer Proprietary Software
 
Standard Terms & Conditions of Supply
1  Interpretation
  1.1  In these Conditions the following terms shall have the following meanings:-
   
Conditions”  The terms of supply set out in this document, any applicable supplemental terms of the Supplier and, unless the context otherwise requires, any special terms agreed in writing between the Supplier and the Customer
Contract”  The contract for the supply of the Goods, Maintenance and/or other Services to be provided by the Supplier to the Customer
Customer”  A person who accepts a quotation from the Supplier for the supply of the Goods, Maintenance and/or other Services or whose order for the Goods, Maintenance and/or other Services is accepted by the supplier
Equipment”  the Customer’s computer hardware or other equipment in respect of which the Maintenance is to be provided as identified in the Supplier’s quotation or order confirmation
Goods”  the goods (if any) to be supplied by the Supplier under the Contract, “goods” including software except in the context of clauses 5.1, 5.3, 8.1 and 8.2
Maintenance”  any maintenance services to be provided by the Supplier under the Contract, such services to be provided, unless otherwise agreed, in accordance with clause 7 of these Conditions
Maintenance Contract”  a rolling monthly arrangement for the provision to the Customer of Maintenance
Normal Working Hours”  the hours between 9:00am and 5:00pm each day excluding Saturdays and Sundays and English public holidays
Services”  the installation and configuration, Maintenance, website design, website hosting or other services (if any) which the Supplier is to provide under the Contract
Site”  the Customer’s premises at which the Services are to be provided or to which the Goods are to be delivered as indicated in the Supplier’s quotation or order confirmation
Supplier”  Curtis Consulting Limited a company incorporated in England & Wales under registered number 2845427, or any associated or subsidiary company, including but not limited to Curtis Consulting IT Limited a company incorporated in England & Wales under registered number 8798367
Third Party Software”  the third party software (if any) to be provided under the Contract
  1.2  The headings in these Conditions are for convenience only and shall not affect their interpretation. Unless the context requires otherwise, the singular shall include the plural and vice versa. References to any statute shall include any amendment, variation or replacement of the same.
 
2  Basis of Supply
  2.1  The Supplier shall supply the Goods and/or Services to the Customer in accordance with these Conditions.
  2.2  These Conditions are the only terms and conditions on which the Supplier is prepared to deal with the Customer and shall apply to the exclusion of any other express or implied conditions, including any terms and conditions to which the order of the Customer may purport to be subject.
  2.3  No variation or addition to these Conditions shall be binding upon the Supplier unless agreed in writing between a director of the Supplier and a duly authorised representative of the Customer.
  2.4  Subject to any variation in accordance with clause 2.3, these Conditions (together with matters referred to on the face of the Supplier's quotation and/or order confirmation) embody the entire understanding of the parties and override any prior promises, undertakings or representations.
  2.5  Any quotation, tender or price list in whatever form given to the Customer is subject to these Conditions and does not constitute an offer to supply.
  2.6  The Supplier shall only be bound by an order when written confirmation of the order has been given to the Customer by the Supplier.
  2.7  Any omission or error in any sales literature, web page or site, order form, quotation, price list, order acknowledgement, despatch note, invoice or other document (whether written, oral or in electronic form) issued by us may be corrected by us without liability.
 
3  Charges
  3.1  The Supplier’s charges shall be the Supplier’s quoted charges or, where no charges have been quoted, shall be calculated by reference to the charges, retainers, daily and hourly rates and early payment discounts (if any) set out in the Supplier’s list of charges last published before the date on which the Customer’s order is accepted by the Supplier.
  3.2  The Supplier’s charges for Maintenance shall be calculated on a time and materials basis, applying the Supplier’s appropriate hourly charging rate from time to time in force. Customers with the benefit of a Maintenance Contract shall, in addition, be required to pay the applicable monthly fee.
  3.3  Any quotation given by the Supplier for the supply of Goods excludes, unless otherwise indicated in writing by the Supplier:
    3.3.1  the cost of delivery of the Goods to the Customer;
    3.3.2  in the case of the supply of replacement equipment or parts in the context of Maintenance, the cost of delivery of the Goods to the Supplier.
    The Supplier may raise an additional charge to cover such costs.
  3.4  In connection with the Services , the Supplier may at any time and from time to time vary any or all of its charges or rates to accord with its or its sub-contractors’ standard charges and rates in force from time to time, subject to it first giving written notice of such variation to the Customer.
  3.5  All charges are exclusive of any applicable value added tax or any other taxes, levies or duties which will be added or charged on invoices at the appropriate rates.
 
4  Payment
  4.l  Unless otherwise specified in these Conditions or agreed in writing:
  4.1.1  the monthly fee payable by the Customer in respect of any Maintenance Contract shall be paid by standing order monthly in advance;
    4.1.2  a deposit of 50% of the total quoted price for the relevant Goods and/or Services shall be payable by the Customer upon the Supplier’s acceptance of the Customer’s order;
    4.1.3  unless the Customer has a Maintenance Contract or credit terms have otherwise been agreed in writing by the Supplier, the balance of the price (or the full amount of the price if no deposit has been paid), shall be payable upon the Supplier’s delivery of the relevant Goods or Services;
    4.1.4  if the Customer has a Maintenance Contract or credit terms have otherwise been agreed in writing by the Supplier, the Supplier may issue an invoice in respect of the price (or the balance of the price, as the case may be) of the Goods and Services on or at any time after their delivery or supply and the Customer shall pay such invoice within 30 days of the invoice date.
  4.2  Expenses incurred by the Supplier in connection with the provision of the Services shall be reimbursed by the Customer in addition to payment of the charges and may be invoiced at any time after they have been incurred.
  4.3  The Customer shall be deemed irrevocably to have accepted the accuracy and validity of any invoice submitted by the Supplier unless it shall have notified the Supplier in writing within 21 days of the invoice date of the reason why it considers the invoice to be inaccurate or invalid.
  4.4  If the Customer fails to make any payment at the time or within the period prescribed by these Conditions, then without prejudice to any other right or remedy available, the Supplier may in its sole discretion:-
    4.4.1  suspend the performance of any or all of its obligations under the Contract; and/or
    4.4.2  charge interest (both before and after any judgement) on a day to day basis at the rate of 4% above the base lending rate of National Westminster Bank plc from time to time until payment; and/or
    4.4.3  terminate the Contract and any other contract between the Supplier and the Customer for the provision by the Supplier of goods or services.
  4.5  For the avoidance of doubt, the Supplier’s exercise of its right under clause 4.4.1 shall not absolve the Customer from its obligation to make continuing periodic payments under a Maintenance Contract.
 
5  Title, Delivery and Risk
  5.1  Property in the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full for the price of the Goods (and of any software supplied with the Goods ( associated software ) and of any labour supplied with the goods ( associated labour )).
  5.2  Until property in the Goods passes to the Customer, the Customer shall keep the Goods (and any associated software) separate from those of the Customer and of third parties and properly stored, protected and insured and identified as the Supplier s property.
  5.3  Until property in the Goods passes to the Customer the Supplier may require the Customer to deliver up the Goods (and any associated software) to the Supplier and, if the Customer fails to do so forthwith, may enter the premises of the Customer or any third party where the Goods (and associated software) are stored and repossess the Goods (and associated software). The Customer shall indemnify the Supplier in respect of any claims, costs or damages against or incurred by the Supplier as a result of entering the premises.
  5.4  Third Party Software shall be licensed to the Customer on the relevant third party s standard terms from time to time in force and the Customer shall, if required, sign, prior to delivery, such standard form of licence agreement as may be required by the relevant third party. For Third Party Software which is licensed to the user by virtue of the user removing the packaging from such software or downloading such software onto a computer system or any other act or thing specified by the producer of such software ( Act ) the Customer irrevocably appoints the Supplier as its agent to undertake the Act and enter into such licence. The Customer warrants that it will abide by the terms of any such licence as if it had undertaken the Act itself and shall fully indemnify the Supplier from any and all costs, expenses or other liabilities which the Supplier may incur or suffer as a result of the Customer s non-compliance with this clause 5.4.
  5.5  Unless otherwise indicated in the Supplier’s quotation or order confirmation or otherwise agreed by the parties in writing, delivery shall take place at the Site. Where Goods are delivered by a carrier, no claim for damage or shortages will be considered unless the Supplier and the carrier are notified in writing within three days of delivery and no claim for non-delivery will be considered unless the Company is notified in writing within five days of reasonable delivery time.
  5.6  Any dates quoted for delivery of the Goods are approximate only and accordingly time for delivery shall not be of the essence.
  5.7  Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, when the Supplier has tendered delivery of the goods.
 
6  Services
  6.1  Any Services to be provided by the Supplier shall be provided in accordance with these Conditions and any description set out in the Supplier’s quotation or written order confirmation. Any other descriptive material provided by the Supplier to the Customer is provided only to assist the Customer and does not form part of the Contract.
  6.2  The Services shall be provided only at the Site or such other location as may be indicated in the Supplier’s quotation or written order confirmation. Where any timescales are given in the supplier’s quotation or Documentation for the performance of any Services, such timescales are given as estimates only and accordingly no liability shall accrue to the Supplier in the event that any such timescales are not met.
  6.3  Except where otherwise agreed by the Supplier in writing, the Services shall only be provided during Normal Working Hours.
  6.4  The Customer shall:-
    6.4.1  provide the Supplier with full and safe access to the computer equipment, software and network links in respect of which the Services are to be provided;
    6.4.2  ensure for health and safety reasons that the Supplier’s personnel, upon or prior to entering Customer premises for the purposes of the Contract, are made familiar with the Customer’s premises and safety procedures and have access, at all times while on those premises, to a member of the Customer’s staff familiar with Customer premises and safety procedures;
    6.4.3  make available to the Supplier such program, systems, operating manuals, facilities, passwords and other information as may be necessary to enable the Supplier to perform its obligations under the Contract and shall, in the case of Maintenance or, in other circumstances, if requested by the Supplier, provide staff familiar with the Customer’s programs and operations, which staff shall co-operate fully with the Supplier’s personnel in the performance by the Supplier of the Contract and be present throughout the period during which Services are provided.
  6.5  Signature by the Customer of the Supplier’s job-sheet shall be conclusive evidence that the relevant Services have been satisfactorily completed and that the Goods identified in the job-sheet have been supplied. Should all of the Customer’s personnel leave before the Services are completed, satisfactory completion of such Services and the supply of such Goods shall be deemed to have taken place.
  6.6  The Customer shall keep the Supplier fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatever nature arising out of or in connection with any claim that the use by the Supplier of any software, facility, information or material supplied by the Customer for the purpose of enabling the Supplier to provide the Services infringes the rights of any third party or is otherwise in breach of law.
 
7  Maintenance
  7.1  Unless otherwise agreed in writing by the Supplier, Maintenance comprises:
    7.1.1  In the case of Customers who have the benefit of a Maintenance Contract, the periodic testing of the Equipment and the carrying out of such adjustment as the Supplier considers necessary to keep the Equipment in good working order;
    7.1.2  the inspection, testing and diagnosing (by attendance on Site or remotely) by the Supplier of any fault reported in an item of Equipment;
    7.1.3  the carrying out by the Supplier of such repair, replacement of parts, cleaning, lubrication or adjustment as may be recommended by the Supplier for the purposes of remedying or ameliorating the fault.
  7.2  Any Equipment or component parts of the Equipment replaced by the Supplier pursuant to the provision of Maintenance ("Replaced Equipment") shall upon replacement become the property of the Supplier and the Customer warrants that its title to such Replaced Equipment shall be free and unencumbered or that it shall have all necessary consents and authorities to part with possession of the Replaced Equipment.
 
8  Warranties
  8.1  In respect of Goods (other than second-hand, including charity, Goods, in respect of which no warranties are given), the Supplier gives to the Customer the same warranty in terms of quality as the manufacturer gives to the Supplier (and subject to the same conditions and limitations contained in the manufacturer’s warranty). Such warranty shall continue for the period warranted to the Supplier by the manufacturer subject to a maximum of a period of 1 year from the date of installation of the Goods by the Supplier (or delivery if the Supplier does not install).
  8.2  In the event of any breach of the warranty referred to at clause 8.1 and subject to the Customer returning the Goods to the Supplier within the applicable warranty period, the Supplier shall, at its option, repair or replace the Goods or repay or credit the price to the Customer (provided the Supplier is able to obtain repair, replacement, repayment or credit from the manufacturer). The Supplier’s Return Merchandise Authorisation (RMA) Terms and Conditions from time to time in force shall apply to the return of the Goods and the Customer shall pay any additional amounts required under those Terms and Conditions should the Goods prove not to be faulty.
  8.3  The Supplier warrants to the Customer that it will perform the Services with reasonable care and skill.
  8.4  The express terms of the Contract are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common-law, trade usage, course of dealing or otherwise all of which are excluded to the fullest extent permitted by law.
 
  IF THE CUSTOMER IS PURCHASING THE GOODS OR SERVICES AS A CONSUMER, NOTHING CONTAINED IN THESE CONDITIONS AFFECTS HIS OR HER STATUTORY RIGHTS.
 
9  Termination
  9.1  Either party may terminate a Maintenance Contract by giving to the other not less than one month’s notice in writing to the other.
  9.2  The Supplier may terminate the Contract forthwith by notice in writing to the Customer if the Customer:-
    9.2.1  commits a breach of the Contract provided that if the breach is capable of remedy (being actual remedy as opposed to remedy by payment of damages or compensation) the notice shall only be given if the Customer shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
    9.2.2  has a winding up petition presented against it and does not make an application to set aside the same within 7 days or goes into liquidation whether compulsorily or voluntarily (unless as part of a bona fide scheme for amalgamation or reconstruction first approved in writing by the Supplier), becomes subject to an administration order or has an administrator appointed, has a receiver or administrative receiver appointed over or encumbrancer take possession of the whole or any part of its assets, compounds with its creditors or any class of the same, ceases to carry on its business or threatens to cease the same or becomes unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986; or
    9.2.3  being an individual, has a bankruptcy order made against him or, being a partnership, has a bankruptcy order made against any of the partners or a notice served by a partner for the dissolution of the partnership.
  9.3  Termination of the Contract for any reason shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
 
10  Limitation of Liability
  10.1  The Supplier shall accept liability to the Customer for any loss of or damage to any property or injury to or death of person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors.
  10.2  Except for injury to or death of any person (for which no limit applies) the liability of the Supplier under clause 10.1 in respect of each event or series of connected events shall not exceed £500,000.
  10.3  Except for the type of liability referred to at clause 10.1 and except for any other matters for which the Supplier’s liability may not by law be restricted or excluded, the Supplier’s total liability in respect of any contractual breach or representation, statement or tortious act or omission arising under or in connection with the Contract (a “Default”) shall not exceed :-
    10.3.1  in cases relating to the supply or non-supply of Goods, the total sums paid or payable by the Customer in respect of those Goods;
    10.3.2  in the case of a Default relating to the supply or non-supply of Services, the total sums paid or payable by the Customer to the Supplier in respect of those Services in the 6 month period preceding the Default.
  10.4  Notwithstanding anything else contained in these Conditions (and without limiting the Supplier’s liability in respect of injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees or sub-contractors), the Supplier shall not be liable to the Customer for any loss of profits, goodwill or any type of special, indirect or consequential loss whether arising from negligence, breach of contract or otherwise howsoever.
  10.5  The Supplier shall not be liable to the Customer for any loss arising out of any failure by the Customer to comply with its obligations under the Contract or resulting from the Customer’s failure to keep restorable back-up and/or security copies of data.
  10.6  If a number of Defaults give rise to substantially the same loss then they shall be regarded as the same Default for the purpose of calculating the Supplier's maximum liability pursuant to clause 10.3.
  10.7  The Customer shall afford the Supplier not less than 30 days (following notification by the Customer) in which (if remediable) to remedy any Default.
  10.8  Nothing in this clause 10 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.
 
11  Non- solicitation
  11.1  During the period during which the Supplier is providing any Services to the Customer and for a period of twelve months thereafter the Customer shall not (whether personally or by its agent and whether for itself or on behalf of any other person, firm or company) induce or seek to induce any employee of the Supplier to leave the Supplier's employment.
 
12  Confidentiality
  12.1  Each party shall keep confidential all information obtained from the other pursuant to or in contemplation of the Contract, shall use the same only for the purposes of the Contract and shall not disclose such information to any person (except to its own employees or, in the case of the Supplier, its sub-contractors and then only to those employees or sub-contractors who need to know the same) without the other’s prior written consent. In addition, the Customer shall keep confidential and not disclose (except as mentioned) any terms of the Contract.
  12.2  The obligations of the parties pursuant to clause 12.1 shall not extend to any information which was rightfully in the possession of the receiving party (and at its free disposal) prior to the commencement of negotiations leading to the Contract; which is already public knowledge or becomes so at a future date otherwise than as the result of a breach of this clause 12; which is trivial or obvious; or whose disclosure is required (and to the extent that it is required) by law.
  12.3  Where personal information is disclosed to the Supplier and processed by the Supplier as part of the performance of the Services, the Customer shall be responsible for obtaining all necessary consents and approvals to ensure that such processing is carried out in accordance with the Data Protection Act 1998 and will provide evidence of such consents and approvals to the Supplier on request.
 
13  Force Majeure
  13.1  The Supplier shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of the Supplier’s obligations under the Contract if the delay or failure was due to any cause beyond the Supplier's reasonable control including but not limited to industrial action, war, fire, prohibition or legal enactment of any kind or any act or omission of the Customer.
 
14  Notices
  14.1  Notices or other documents to be given under these Conditions shall be in writing and delivered by hand or sent by registered post or facsimile to the party concerned at, in the case of the Supplier, the Supplier’s quotation or order confirmation and, in the case of the Customer, the Site or such other address as one party may from time to time designate by written notice to the other. Any such notice or other document shall be deemed to have been received by the addressee if delivered, upon delivery; if posted, on the second working day following the date of posting; and if sent by facsimile, when the communication is transmitted to the recipient’s fax number provided that a copy of the communication is sent by registered post or delivered by hand as soon as practicable thereafter.
 
15  General
  15.1  The Contract shall be binding upon and enure to the benefit of the parties and the legal successors of the Supplier but shall not be assignable by the Customer without the prior written consent of the Supplier. The Supplier may sub-contract all or any part of its obligations under the Contract without the consent of the Customer.
  15.2  No waiver by the Supplier of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver must be in writing to be effective.
  15.3  If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
  15.4  A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
  15.5  The Contract is governed by the laws of England and the English courts shall have exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.
 
Supplemental Conditions – Proprietary Software
1  Interpretation
  1.1  The Conditions set out in this document are supplemental to Curtis Consulting Limited’s Standard Terms and Conditions of Supply (“General Conditions”). In the event of any conflict or inconsistency between these supplemental Conditions (“Supplemental Conditions”) and the General Conditions, the Supplemental Conditions shall prevail but only to the extent of that conflict or inconsistency.
  1.2  Words and expressions defined in the General Conditions shall have the same meaning when used in these Supplemental Conditions. In addition, the following expressions used in these Supplemental Conditions shall, unless the context otherwise requires, have the following meanings:-
   
Annual Licence and Support Fee”  the Supplier’s standard annual Licence and Support fee
Consumables”  the materials on which the signs and other items are printed using the Software, the plastic backing materials for the signs and the toner cartridges and wear parts for any printer supplied by the Supplier for use in connection with the Software
Contract”  a contract for the supply of Software
Licence”  has the meaning given to it at clause 3.1
Perpetual Licence”  a Licence that will continue unless and until terminated in accordance with clause 7 of these Supplemental Conditions
Software”  the Supplier’s proprietary software to be provided under the Contract
Support”  the Software support services described at clause 4 of these Supplemental Conditions
Waiver Level”  the value of Consumables (as specified by the Supplier) which, if purchased by the Customer, will, subject to clause 3.3, result in the waiver by the Supplier of the Annual Licence and Support Fee
Year”  a period of 12 months beginning with the date on which the Software is activated or any anniversary of that date.
 
2  Charges and Payment
  2.1  The Supplier may increase the Annual Licence and Support Fee and Waiver Level from time to time by giving the Customer written notice of the increase at any time prior to the commencement of the Year to which the increase is applicable. Any such increase shall not exceed (in percentage terms) the percentage increase in the Retail Prices Index published by the Office for National Statistics during the period since the previous increase (or, where there has been no previous increase, the date on which the Software was activated) plus 4%.
  2.2  The price of the Software includes the first Year’s Annual Licence and Support Fee.
 
3  Software
  3.1  The Supplier grants to the Customer, with effect from the activation of the Software, a non-exclusive non-transferable licence (renewable annually except where the Supplier has agreed in writing to the grant of a Perpetual Licence) to load the Software and use it on a single computer under its control.
  3.2  Except in the case of a Perpetual Licence, the Licence will continue for an initial period of 12 months from the date the Software is activated (“Annual Licence”). The Software will automatically deactivate at the end of that period if the Annual Licence has not been renewed.
  3.3  Provided that the Customer is not in breach of the Contract, it may renew an Annual Licence for further 12 month periods by paying to the Supplier before the end of the then current Year the Supplier’s then applicable Annual Licence and Renewal Fee. The Supplier shall, however, waive its Annual Licence and Renewal Fee for the following Year if the Customer has purchased from the Supplier during the then current Year Consumables to a value at least equal to the Waiver Level.
  3.4  The Customer may make such copies of the Software as are reasonably necessary for back up purposes. All such copies must reproduce and include the Supplier’s copyright notice and their use shall be governed by the terms of this Licence.
  3.5  The Customer shall not do any of the following, namely:-
    3.5.1  use, store or copy the Software or its accompanying documentation (or any part of the Software or such documentation) except as expressly permitted under these Conditions;
    3.5.2  rent, lease, sub-license or lend the Software or its accompanying documentation;
    3.5.3  modify, adapt, merge, translate or create derivative works based on the whole or any part of the Software or its accompanying documentation; or
    3.5.4  disassemble, decompile or reverse engineer the Software (or any part of the Software) except insofar as mandatorily permitted by section 50B of the Copyright, Designs and Patents Act 1988 or other applicable legislation.
  3.6  The Customer shall keep possession of and control over the Software provided to it and shall effect and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person.
  3.7  The Customer may transfer the Software (complete with all its associated documentation) and the benefit of the Licence to another person or entity provided he or it has agreed to be bound by the terms of the Licence and the Customer contemporaneously removes all copies of the Software installed on hard disk and does not retain any copies of the Software or its associated documentation. If the transferee does not accept the terms of the Licence, then the Licence shall automatically terminate. If the Software is transferred without the pc on which it was originally installed and activated, then the transferee will need to apply to the Supplier for a new activation code.
  3.8  The Customer shall promptly notify the Supplier in writing of the full name and address of any transferee of the Software pursuant to clause 3.7 above and confirm to the Supplier in writing that it has complied with its obligations under clause 3.7.
 
4  Support
  4.1  During the period of the Licence (and subject to clause 4.5 below), the Supplier shall:
    4.1.1  endeavour to resolve, through the provision of an email helpdesk facility available during Normal Working Hours , any technical queries that the Customer may have in relation to the use or operation of the Software; and
    4.1.2  endeavour to correct any failure of the Software to perform substantially in accordance with its accompanying documentation provided that the Software is properly used on a computer and with an operating system complying with the specification set out in the Supplier’s user manual for the Software.
    Any further or additional support shall be provided at the discretion of the Supplier and shall be subject to the Supplier s standard charges from time to time in force.
  4.2  The Supplier shall not be obliged to provide the support referred to at clause 4.1 above if:
    4.2.1  the Customer is using any version of the Software other than the most recent version made available by the Supplier to its licensees ; or
    4.2.2  the failure of the Software to perform substantially in accordance with its accompanying documentation arises from the Customer doing or attempting to do any of the acts referred to at clauses 3.5.3 or 3.5.4 above.
  4.3  For the avoidance of doubt, the Supplier shall not be obliged to provide Support in respect of any difficulty or problem experienced by the Customer in using the Software which arises from any defect in or failure of the computer (including its operating system) upon or in connection with which the Customer is using the Software (including, without limitation, where caused by a computer virus), from the use of the Software upon a computer or with an operating system that does not comply with the specification set out in the Supplier’s user manual for the Software or from operator error.
  4.4  Unless otherwise agreed in writing by the Supplier, the support services set out in this clause 4 shall be provided only to the original registered user of the Software (being the person or entity to whom the "key" to activate the Software was originally supplied).
  4.5  Where the Customer has been granted a Perpetual Licence, the Supplier’s provision of the Support referred to at clause 4.1 above during any period subsequent to the end of the Warranty Period (as defined at clause 5.1.1 below) shall be subject to the Customer having paid the Supplier’s standard annual support charge from time to time in force.
 
5  Warranties
  5.1  The Supplier warrants to the Customer that:
    5.1.1  the disk on which the Software is supplied will be free from defects in materials and workmanship under normal use for a period of 90 days after the date on which the Software was originally supplied to the Customer ("the Warranty Period"). If a defect in the disk shall occur during the Warranty Period it may be returned with proof of purchase to the Supplier who will replace it free of charge.
    5.1.2  the Software will perform substantially in accordance with its accompanying documentation provided that the Software is properly used on a computer and with an operating system complying with the specification in the Supplier's user manual for the Software. If the Software does not so perform and the Customer returns the Software and its accompanying documentation together with proof of purchase and a documented example of the relevant defect or failure during the Warranty Period, the Supplier will provide a corrected version of the Software.
  5.2  Without prejudice to the warranties at clause 5.1 above, the Supplier does not warrant that the Software will meet the Customer’s requirements; that the operation of the Software will be error-free; or that signs or other items produced using the Software will comply with the law applicable to such signs or other items.
  5.3  Unless otherwise agreed in writing by the Supplier, the warranties given by the Supplier at clause 5.1 above are given only to the original registered user of the Software as defined at clause 4.4 above.
 
6  IPR Indemnity
  6.1  The Supplier shall indemnify the Customer against any claim that the Customer’s normal use or possession of the Software in accordance with the terms of the Licence infringes the intellectual property rights of any third party PROVIDED THAT:
    6.1.1  the Supplier is given immediate and complete control of such claim;
    6.1.2  the Customer does not prejudice the Supplier’s defence of such claim;
    6.1.3  the Customer gives the Supplier all reasonable assistance with such claim;
    6.1.4  the claim does not arise as a result of the use of the Software in combination with equipment, programs or data not supplied or approved in writing by a director of the Supplier.
  6.2  The Supplier shall have the right to replace or modify all or any part of the Software in order to avoid a third party infringement claim or if this cannot be achieved on terms which the Supplier considers reasonable, remove the Software and refund the sums (other than sums paid in respect of Support already provided) paid by the Customer under the Contract in respect of the Software and its Support.
  6.3  This clause 6 states the entire liability of the Supplier to the Customer in respect of any infringement of the intellectual property rights of any third party.
 
7  Termination
  7.1  The Supplier may terminate the Contract and/or the Licence forthwith by notice in writing to the Customer if the Customer:-
    7.1.1  commits a breach of the Contract and/or the Licence provided that if the breach is capable of remedy (being actual remedy as opposed to remedy by payment of damages or compensation) the notice shall only be given if the Customer shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
    7.1.2  has a winding up petition presented against it and does not make an application to set aside the same within 7 days or goes into liquidation whether compulsorily or voluntarily (unless as part of a bona fide scheme for amalgamation or reconstruction first approved in writing by the Supplier), becomes subject to an administration order or has an administrator appointed, has a receiver or administrative receiver appointed over or encumbrancer take possession of the whole or any part of its assets, compounds with its creditors or any class of the same, ceases to carry on its business or threatens to cease the same or becomes unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986; or
    7.1.3  being an individual, has a bankruptcy order made against him or, being a partnership, has a bankruptcy order made against any of the partners or a notice served by a partner for the dissolution of the partnership.
  7.2  Upon the termination for any reason of the Licence, the Customer shall, at the Supplier's option, either return to the Supplier or destroy all copies of such Software and any associated documentation.
 
8  Limitation of Liability
  8.1  For the purpose of Contracts covered by these Supplemental Conditions, clause 8.2 below applies in place of clause 10.3 of the General Conditions.
  8.2  Except for the type of liability referred to at clause 10.1 of the General Conditions and except for any other matters for which the Supplier’s liability may not by law be restricted or excluded, the Supplier’s total liability in respect of any contractual breach or representation, statement or tortious act or omission arising under or in connection with the Contract (a “Default”) shall not exceed:
    8.2.1  in the case of a Default occurring during the 12 month period referred to at clause 3.2 above, the price paid or payable by the Customer in respect of the Software;
    8.2.2  in the case of a Default occurring after the expiry of the 12 month period referred to at clause 3.2 above, a sum equal to the Annual Licence and Renewal Fee or, where the Customer has been granted a Perpetual Licence, any annual support fee paid by the Customer for the 12 month period in which the Default occurs;
  8.3  The Supplier shall not be liable to the Customer for any loss arising out of any failure by the Customer to comply with its obligations under the Contract or resulting from:
    8.3.1  use of the whole or any part of the Software with any equipment and/or software not supplied by the Supplier or approved by it for use in connection with the Software;
    8.3.2  repair, adjustment, alteration or modification of any part of the Software not undertaken by the Supplier or its sub-contractor.
 
Supplemental Conditions – Website hosting
1  Definitions and Interpretation
  1.1  The Conditions set out in this document are supplemental to Curtis Consulting Limited’s Standard Terms and Conditions of Supply (“General Conditions”). In the event of any conflict or inconsistency between these supplemental Conditions (“Supplemental Conditions”) and the General Conditions, the Supplemental Conditions shall prevail but only to the extent of that conflict or inconsistency.
  1.2  Words and expressions defined in the General Conditions shall have the same meaning when used in these Supplemental Conditions. In addition, the following expressions used in these Supplemental Conditions shall, unless the context otherwise requires, have the following meanings:-
   
Customer’s Material”  the Customer’s software and/or data loaded, received, maintained or transmitted by the Supplier on the System for the Customer under the Contract
Domain Name”  the domain name(s) of the Customer indicated in the Supplier’s quotation or order confirmation, as applicable
Effective Date”  the effective date specified in the Supplier’s quotation or order form, as applicable, for the commencement of the Services referred to at clause 2.1 below
System”  the equipment from time to time belonging to or used by the Supplier and which provides a link to the world wide web via the Internet
Third Party Property”  any graphics, screen designs, audio-visual effects, pictures, software and other proprietary material belonging to a third party and which form part of the Website
Web Pages”  Internet pages whether they contain or comprise text, graphics, pictures, screen designs, screen layouts, sound, audio-visual material, film or software
Website”  the Customer’s existing Internet Web Pages and the Web Pages to be constructed (where applicable), maintained and transmitted by the Supplier for the Customer under the Contract.
 
2  Supplier’s Responsibilities
  2.1  The Supplier shall store the Website on the System and make available the Website for access at the Domain Name by users of the Internet from the Effective Date. In so doing, the Supplier shall use all reasonable endeavours to make available such bandwidth and disk space as may have been agreed in writing with the Customer.
  2.2  The Supplier shall use its reasonable endeavours to maintain the System in full working order. The Supplier does not, however, warrant the continuous availability or accessibility of the Website.
  2.3  The Supplier shall ensure that, whenever possible, any significant maintenance of the hardware and software infrastructure on which the Website is located shall be undertaken outside of the hours of 9am to 5pm. However, the Supplier reserves the right to carry out any emergency maintenance work at any time, giving to the Customer as much warning as reasonably possible.
  2.4  The Supplier shall, if requested by the Customer in writing (and subject to the Customer paying the Supplier’s standard charge for this service from time to time in force), use its reasonable endeavours to transfer to the Customer (or as it directs) any Domain Name obtained by the Supplier on the Customer ’s behalf.
 
3  Licence
    The Customer grants to the Supplier, for the duration of the Contract, a non-exclusive licence to host the Website on the System in accordance with these Conditions, solely for the purposes of providing the Services and availability of the Website over the Internet.
 
4  Modifications to the Website
  4.1  Where the Supplier has agreed to provide a “managed” hosting service then, subject to clause 4.2 below, the Supplier shall, as soon as reasonably practicable, amend, modify or replace any of the Web Pages with such new material or replacement pages as may from time to time be supplied by the Customer to the Supplier ; and shall add or delete email boxes or aliases in response to written requests by the Customer.
  4.2  The Supplier reserves the right to refuse to carry out such amendments, modifications or replacements where, in its reasonable opinion such amendments, modifications or replacements are or are likely to be construed as being illegal, obscene, threatening, defamatory, discriminatory, promoting illegal or unlawful activity, or are otherwise actionable or in violation of any rules, regulations or laws to which the Website is subject.
 
5  Customer Obligations, Undertakings and Indemnities
  5.1  Unless otherwise agreed in writing by the Supplier, the customer shall pay the fees for the services to which these Supplemental Conditions apply annually in advance.
  5.2  The Customer shall provide the Supplier with a copy of the Website by the date and in the format specified in the Supplier’s quotation or order confirmation as applicable.
  5.3  The Customer acknowledges that the Supplier does not operate or exercise control over, and accepts no responsibility for the content of the Website or the Customer’s Materials received on the System.
  5.4  The Customer warrants that any material contained in or linked to the Website and (if applicable) contained in any discussion group, chat room or bulletin board which forms part of the Website will not be illegal, obscene, threatening, defamatory, discriminatory, promote illegal or unlawful activity, or be otherwise actionable or in violation of any rules, regulations or laws to which the Website is subject. The Customer shall be solely responsible for the accuracy, legality, and compliance with the relevant rules and regulations of the Web Pages.
  5.5  The Customer warrants that it has obtained all necessary consents, approvals and licences for the use of Third Party Property and that neither the use of such Third Party Property nor of the Domain Name will violate any intellectual property rights belonging to any third party.
  5.6  If the Customer is in breach of any of its warranties at clauses 5.4 and 5.5 above the Supplier reasonably suspects that such a breach has occurred or a third party makes an allegation which, if substantiated, would mean that such a breach had occurred (“Claim”), the Supplier may, without giving notice to the Customer and without liability, suspend availability of the Website or any Web Pages over the Internet or remove the Website or any Web Pages from the System.
  5.7  The parties shall notify each other as soon as reasonably possible after becoming aware of any third party allegation that would, if substantiated, indicate a breach by the Customer of any of its warranties at clauses 5.4 and clause 5.5 above.
  5.8  The Customer shall indemnify the Supplier against any claims, proceedings, losses, liabilities, damages, charges and expenses (including, without limitation, legal costs and expenses ) of whatever nature arising out of or in connection with any Claim (as defined at clause 5.6 above) made against the Supplier.
  5.9  The Supplier shall be entitled to exercise a lien over any part of the System owned by the Customer until such time as any and all outstanding charges owed by the Customer to the Supplier in respect of the provision by the Supplier of hosting or any other Services have been paid in full.
 
6  Data Protection
  6.1  The Customer warrants and undertakes to the Supplier that, to the extent that the Customer’s data contains personal data as defined in section 1(1) of the Data Protection Act 1998 (“Act”) (“Customer’s Personal Data”):
    6.1.1  the Customer’s Personal Data has been obtained and processed (in so far as the Customer’s Personal Data has been processed) lawfully;
    6.1.2  the Services will be entirely consistent with and appropriate to the specified and lawful purposes for which the Customer has notified under the Act in respect of the Customer’s Personal Data (“the Notified Purposes”);
    6.1.3  the Customer has not hitherto and will not during the continuance of the Contract use or disclose the Customer’s Personal Data or any part thereof in a manner incompatible with the Notified Purposes;
  6.1.4  the Customer’s Personal Data is adequate, relevant and not excessive in relation to the Notified Purposes; and
    6.1.5  the Customer’s Personal Data is accurate and the Customer shall keep the Customer’s Personal Data fully up to date at all times during the continuance of the Contract.
  6.2  The Customer shall indemnify the Supplier against any claims, proceedings, losses, liabilities, damages, charges and expenses (including, without limitation, legal costs and expenses ) of whatever nature arising out of or in connection with any breach by the Customer of its warranties at clause 6.1 above.
 
7  Duration
  7.1  Subject to earlier termination in accordance with the terms of the Contract, the Contract shall continue unless and until terminated by either party on not less than 30 days’ written notice to the other, such notice to expire no earlier than the end of the minimum period specified in the quotation or order confirmation, as applicable or, if no minimum period is specified, the period of 12 months from the Effective Date.
 
Supplemental Conditions – Website design and build
 
1  Definitions and Interpretation
  1.1  The Conditions set out in this document are supplemental to Curtis Consulting Limited’s Standard Terms and Conditions of Supply (“General Conditions”). In the event of any conflict or inconsistency between these supplemental Conditions (“Supplemental Conditions”) and the General Conditions, the Supplemental Conditions shall prevail but only to the extent of that conflict or inconsistency.
  1.2  Words and expressions defined in the General Conditions shall have the same meaning when used in these Supplemental Conditions. In addition, the following expressions used in these Supplemental Conditions shall, unless the context otherwise requires, have the following meanings:-
     
Equipment”  the computer equipment upon which the Website and/or Software is to be installed and operated as specified or referred to in the Supplier’s quotation or order confirmation, as the case may be
Intellectual Property Rights”  any and all intellectual property rights including, without limitation, copyright, design rights, know-how, confidential information, database rights and any similar or analogous rights in any country
Materials”  items developed, written and/or prepared by the Supplier, its employees, agents or sub-contractors pursuant to the Contract (whether individually, collectively and/or jointly with the Customer and on whatever media) and comprised within the Website but excluding the Software
Software”  the software (if any) to be produced and delivered by the Supplier to the Customer pursuant to the Contract
Specification”  the written specification (if any) of the Website and/or Software referred to or contained in the Supplier’s quotation or order confirmation (as the case may be), as the same may be amended from time to time in accordance with these Conditions or with the written agreement of the Supplier
Third Party Software”  the third party software (if any) comprised within the Software or Website
Website”  the website to be developed by the Supplier pursuant to the Contract, being a compilation of one or more pages combining text, data, sound, images or other material which is designed to be ccessible over the Internet at a domain name address and which, where applicable, is more particularly described in the relevant Specification.
 
2  Delivery and Acceptance of the Website
  2.1  The Supplier shall (unless otherwise agreed) undertake all Website development work on its own servers or those of its sub-contractor.
  2.2  The Customer shall accept the Website upon the Supplier demonstrating that the Website (as installed on the server of the Supplier or its sub-contractor) complies, in all material respects, with its Specification or, in the absence of a Specification, upon the Supplier’s delivery of a copy of the Website to the Customer.
  2.3  The Supplier shall only be obliged to install the Website on the Equipment where it is agreed in writing that the Supplier shall provide this Service.
 
3  Delivery and acceptance of the Software
  3.1  The Customer shall accept the Software upon the Supplier demonstrating that the Software (as installed on the servers of the Supplier or its sub-contractor) complies, in all material respects, with its Specification or, in the absence of a Specification, upon the Supplier’s delivery of a copy of the Software to the Customer.
  3.2 If at any time the Customer shall commence live running of the Software or any part of the Software, then the Customer shall be deemed to have accepted the Software.
 
4  Third Party Software
  4.1  The Supplier shall supply the Third Party Software and shall use all reasonable endeavours to procure that the relevant third party (“Third Party Licensor”) licenses the Third Party Software to the Customer on the standard terms of the Third Party Licensor. The Supplier gives no assurances about the Third Party Software and the Customer acknowledges that its only remedy concerning any fault or problem in respect of the Third Party Software is the right it has against the Third Party Licensor under the licence of the Third Party Software.
 
5  Alterations to the Specification
  5.1  If at any time before the Customer’s acceptance of the Website or Software, the Customer wishes to alter all or any part of the relevant Specification then the Customer shall provide the Supplier with full written particulars of the desired alterations and with such further information as the Supplier may reasonably require.
  5.2  Following receipt of such a request from the Customer, the Supplier shall prepare a written quotation for the requested alterations, specifying what changes (if any) will be required to the charges payable by the Customer, the Specification and any estimated delivery date.
  5.3  Within 7 days following the Customer’s receipt of the quotation the Customer shall notify the Supplier whether it wishes to:
    5.3.1  accept such quotation, in which case the Contract and Specification shall be amended in accordance with it; or
    5.3.2  withdraw the proposed alterations, in which case the Contract and Specification shall continue in force unchanged.
 
6  Intellectual Property Rights
  6.1  With effect from delivery of the Website (and except as otherwise agreed in writing by the Supplier), the Supplier grants to the Customer a perpetual, non-exclusive, royalty-free licence (without the right to grant sub-licences) of all Intellectual Property Rights in the Materials in so far as is necessary to enable the Customer to operate, maintain and update the Website.
  6.2  With effect from acceptance by the Customer of the Software, the Supplier grants to the Customer a perpetual, non-exclusive, non-transferable royalty-free licence (without the right to grant sub-licences) to use the Software in connection with the operation, maintenance and updating of the Website.
  6.3  For the avoidance of doubt, nothing in this clause 6 shall prevent the Supplier (or its sub-contractors) from using, in the furtherance of its normal business, website development tools, techniques and skills, data processing techniques, software programming or development techniques, ideas and know-how which existed prior to the Contract or were gained during the performance of the Services.
 
7  Warranties
  7.1  The Supplier warrants to the Customer that:
    7.1.1  upon acceptance, each of the Website and the Software will, when properly used on the Equipment, comply in all material respects with its Specification;
    7.1.2  as at delivery, the media on which the Website and Software are provided will be free from defects in materials or workmanship.
  7.2  Without prejudice to clause 7.1.1 above, the Supplier does not warrant that the Software will meet the Customer’s data processing requirements or that the operation of either the Website or the Software will be error-free.
  7.3  The Customer shall give notice to the Supplier as soon as it is reasonably able upon becoming aware of a breach of the warranty contained in clause 7.1.
  7.4  Subject to the Customer complying with clause 7.3 and providing (where possible) a documented example of the relevant defect or failure, the Supplier shall remedy any breach of the warranty set out at clause 7.1 by the provision of remedial services (including at the Supplier’s option replacement of defective items) free of charge. The Supplier shall have no liability or obligation under that warranty or obligation other than to remedy breaches of it in accordance with this clause 7.4.
 
8  IPR Indemnity
  8.1  The Supplier shall indemnify the Customer against any claim that the Customer’s normal use or possession of the Materials or the Software in accordance with the Contract infringes the intellectual property rights of any third party PROVIDED THAT:
    8.1.1  the Supplier is given immediate and complete control of such claim;
    8.1.2  the Customer does not prejudice the Supplier’s defence of such claim;
    8.1.3  the Customer gives the Supplier all reasonable assistance with such claim;
    8.1.4  the claim does not arise as a result of the use of the Software in combination with equipment or programs or data not specified in the Specification or approved in writing by a director of the Supplier;
    8.1.5  the claim does not arise as a result of the inclusion within the Materials or Software of materials provided by the Customer for such inclusion.
  8.2  The Supplier shall have the right to replace or modify all or any part of the Materials or Software in order to avoid a third party infringement claim or if this cannot be achieved on terms which the Supplier considers reasonable, take back the relevant Materials or the Software and refund the sums paid by the Customer under the Contract in respect of the supply of those Materials or the Software.
  8.3  This clause 8 states the entire liability of the Supplier to the Customer in respect of any infringement of the intellectual property rights of any third party.
 
9  Customer Materials
  9.1  The Customer shall indemnify the Supplier and keep the Supplier fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatever nature arising out of or in connection with any claim that the use by the Supplier or its sub-contractors of any software, information or material supplied by the Customer for the purpose of enabling the Supplier to develop the Website or the Software infringes the intellectual property or other rights of any third party.
 
Standard Consumer Terms and Conditions of Supply
 
These are the terms and conditions of sale of Curtis Consulting Limited whose registered office is at 20 Breckhill Road, Woodthorpe, Nottingham NG5 4GP (registered with company number 2845427 and registered for VAT purposes with number 796533678.These terms will apply to all purchases of Goods (as defined below) by Customers (as defined below), whether ordering online, by telephone or by mail. Please read this document carefully after printing it off or downloading it (when using the Internet) before placing an order.

The Supplier may change these terms from time to time. Please check them before making another purchase

1  Interpretation
  1.1  In these Conditions the following terms shall have the following meanings:-
   
Address”  the place where the Goods are to be delivered and/or the Services are to be performed as indicated in the Supplier's quotation or order confirmation
Conditions”  the terms of supply set out in this document, any applicable supplemental terms of the Supplier and, unless the context otherwise requires, any special terms agreed in writing between the Supplier and the Customer
Contract”  the contract for the supply of the Goods, and/or Maintenance and/or other Services to be provided by the Supplier to the Customer
Consumer”  any person who is purchasing outside the course of his or her business or trade
Customer”  any Consumer who accepts a quotation from the Supplier for the supply of the Goods or whose order for the Goods is accepted by the Supplier
Equipment”  the Customer's computer hardware or other equipment in respect of which the Maintenance is to be provided as identified in the Supplier's quotation or order confirmation
Goods”  the goods to be supplied by the Supplier under the Contract, "goods" including software except in the context of clauses 8.1 and 8.2
Maintenance”  any maintenance services to be provided by the Supplier under the Contract, such services to be provided, unless otherwise agreed, in accordance with clause 7 of these Conditions
Normal Working Hours”  the hours between 9:00am and 5:00pm each day excluding Saturdays and Sundays and English public holidays
Services”  the installation and configuration, Maintenance, website design, website hosting or other services (if any) which the Supplier is to provide under the Contract
Supplier”  Curtis Consulting Limited a company incorporated in England & Wales under registered number 2845427
Third Party Software”  the third party software (if any) to be provided under the Contract
 
2  Basis of Supply
  2.1  The Supplier shall supply the Goods and/or Services to the Customer in accordance with these Conditions.
  2.2  The Customer warrants to the Supplier that he or she is a Consumer
  2.3  These Conditions are the only terms and conditions on which the Supplier is prepared to deal with the Customer and shall apply to the exclusion of any other express conditions
  2.4  No variation or addition to these Conditions shall be binding upon the Supplier unless agreed in writing between the Supplier and the Customer.
  2.5  Subject to any variation in accordance with clause 2.4, these Conditions (together with matters referred to on the face of the Supplier's quotation and/or order confirmation) embody the entire understanding of the parties and override any prior promises, undertakings or representations
  2.6  Any quotation or price list in whatever form given to the Customer is subject to these Conditions and does not constitute an offer to supply.
  2.7  The Supplier shall only be bound by an order when written confirmation of the order has been given to the Customer by the Supplier.
  2.8  Any omission or error in any sales literature, web page or site, order form, quotation, price list, order acknowledgement, despatch note, invoice or other document issued by the Supplier may be corrected by the Supplier without liability
  2.9  Once the Contract has been formed with the Customer, the Supplier will file it in electronic or paper copy for the Supplier's records.
 
3  Charges
  3.1  The Supplier's charges for Maintenance shall be calculated on a time and materials basis, applying the Supplier's appropriate hourly charging rate from time to time in force.
  3.2  The charges for the Goods are stated on the Supplier's quotation or order acknowledgement (as appropriate). All prices are in sterling, are exclusive of VAT and delivery charges, all of which will be notified to the Customer prior to any order being placed and added to or charged on invoices at the appropriate rates and shall be payable by the Customer.
  3.3  In connection with the Services, the Supplier may at any time and from time to time vary any or all of its charges or rates to accord with its or its sub-contractors' standard charges and rates in force from time to time, subject to it first giving written notice of such variation to the Customer PROVIDED THAT the Customer may cancel the supply of the relevant Services within seven (7) days of receipt of such notice.
 
4  Payment
  4.1  Unless otherwise specified in these Conditions or agreed in writing
      the Customer must pay for Services prior to their Supply to the Customer by such means as the Supplier may notify to the Customer. Where the Services are supplied on credit terms granted at the Supplier's discretion, payment will be made by the Customer by the end of the month following the invoice date;
      the Customer must pay for Goods prior to their despatch to the Customer by such means as the Supplier may notify to the Customer. Where the Goods are supplied on credit terms granted at the Supplier's discretion, payment will be made by the Customer by the end of the month following the invoice date.
  4.2  If the Customer fails to make any payment at the time or within the period prescribed by these Conditions, then without prejudice to any other right or remedy available, the Supplier may in its sole discretion: -
    4.2.1  suspend the performance of any or all of its obligations under the Contract; and/or
    4.2.2  terminate the Contract and any other contract between the Supplier and the Customer for the provision by the Supplier of goods or services.
 
5  Delivery and Risk
  5.1  Third Party Software shall be licensed to the Customer on the relevant third party's standard terms from time to time in force and the Customer shall, if required, sign, prior to delivery, such standard form of licence agreement as may be required by the relevant third party. For Third Party Software which is licensed to the user by virtue of the user removing the packaging from such software or downloading such software onto a computer system or any other act or thing specified by the producer of such software ("Act") the Customer irrevocably appoints the Supplier as its agent to undertake the Act and enter into such licence. The Customer warrants that it will abide by the terms of any such licence as if it had undertaken the Act itself and shall fully indemnify the Supplier from any and all costs, expenses or other liabilities which the Supplier may incur or suffer as a result of the Customer's non-compliance with this clause 5.1.
  5.2  Unless otherwise indicated in the Supplier's quotation or order confirmation or otherwise agreed by the parties in writing, delivery (and/or supply of the Services) shall take place at the Address. Where Goods are delivered by a carrier, no claim fordamage or shortages will be considered unless the Supplier is notified in writing within three days of delivery.
  5.3  Any dates quoted for delivery of the Goods are approximate only and accordingly time for delivery shall not be of the essence.
  5.4  Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, when the Supplier has tendered delivery of the goods.
 
6  Services
  6.1  Any Services to be provided by the Supplier shall be provided in accordance with these Conditions and any description set out in the Supplier's quotation or written order confirmation. Any other descriptive material provided by the Supplier to the Customer is provided only to assist the Customer and does not form part of the Contract.
  6.2  The Services shall be provided only at the Address or such other location as may be indicated in the Supplier's quotation or written order confirmation. Where any timescales are given in the Supplier's quotation or Documentation for the performance of any Services, such timescales are given as estimates only and accordingly no liability shall accrue to the Supplier in the event that any such timescales are not met.
  6.3  Except where otherwise agreed by the Supplier in writing, the Services shall only be provided during Normal Working Hours.
  6.4  The Customer shall:-
    6.4.1  provide the Supplier with full and safe access to the computer equipment, software and network links in respect of which the Services are to be provided;
    6.4.2  make available to the Supplier such program, systems, operating manuals, facilities, passwords and other information as may be necessary to enable the Supplier to perform its obligations under the Contract and shall, in the case of Maintenance or, in other circumstances, if requested by the Supplier, provide staff familiar with the Customer's programs and operations, which staff shall co-operate fully with the Supplier's personnel in the performance by the Supplier of the Contract and be present throughout the period during which Services are provided.
  6.5  Signature by the Customer of the Supplier's job-sheet shall be conclusive evidence that the relevant Services have been satisfactorily completed and that the Goods identified in the job-sheet have been supplied. Should all of the Customer's personnel leave before the Services are completed, satisfactory completion of such Services and the supply of such Goods shall be deemed to have taken place.
 
7  Maintenance
  7.1  Unless otherwise agreed in writing by the Supplier, Maintenance comprises:
    7.1.1  the testing of the Equipment and the carrying out of such adjustment as the Supplier considers necessary to keep the Equipment in good working order;
    7.1.2  the inspection, testing and diagnosing (by attendance on Site or remotely) by the Supplier of any fault reported in an item of Equipment;
    7.1.3  the carrying out by the Supplier of such repair, replacement of parts, cleaning, lubrication or adjustment as may be recommended by the Supplier for the purposes of remedying or ameliorating the fault.
  7.2  Any Equipment or component parts of the Equipment replaced by the Supplier pursuant to the provision of Maintenance ("Replaced Equipment") shall upon replacement become the property of the Supplier and the Customer warrants that its title to such Replaced Equipment shall be free and unencumbered or that it shall have all necessary consents and authorities to part with possession of the Replaced Equipment.
 
8  Warranties
  8.1  In respect of Goods (other than second-hand, including charity, Goods, in respect of which no warranties are given), the Supplier gives to the Customer the same warranty in terms of quality as the manufacturer gives to the Supplier (and subject to the same conditions and limitations contained in the manufacturer's warranty). Such warranty shall continue for the period warranted to the Supplier by the manufacturer subject to a maximum of a period of 1 year from the date of installation of the Goods by the Supplier (or delivery if the Supplier does not install).
  8.2  In the event of any breach of the warranty referred to at clause 8.1 and subject to the Customer returning the Goods to the Supplier within the applicable warranty period, the Supplier shall, at its option, repair or replace the Goods or repay or credit the price to the Customer. The Supplier's Return Merchandise Authorisation (RMA) Terms and Conditions from time to time in force shall apply to the return of the Goods and the Customer shall pay any additional amounts required under those Terms and Conditions should the Goods prove not to be faulty.
  8.3  The Supplier warrants to the Customer that
      it will perform the Services with reasonable care and skill.
 
9  The Customer's Right of Cancellation
  9.1  Under the United Kingdom's Distance Selling Regulations, the Customer has the right to cancel the Contract for the purchase of any of the Goods within 7 working days of delivery. A working day is any day other than weekends and bank or other public holidays. The Supplier is happy to exchange the Goods or provide the Customer with a full refund provided that, where delivery has taken place, the Customer has returned the Goods to the Supplier in the same condition that they were delivered. The Supplier regrets that it cannot accept the return of Software sent to the Customer sealed which has been opened. This right of return is in addition to any other rights, warranties or conditions available to the Customer.
  9.2  If the Customer exercises this right of cancellation after the Goods have been delivered, the Customer should call the Supplier's technical department on 0845 6441118 and obtain a returns number and address. The Customer should package the goods securely in the original packaging and record the returns number on a label attached to the outer packaging (i.e. please do not write on or damage the box).
  9.3  For the Customer's protection, the Supplier recommends that the Customer uses a recorded delivery service. Please note that the Customer will be responsible for the costs of returning the Goods to the Supplier unless the Supplier delivered the items to the Customer in error or the Goods are faulty. If the Customer does not return the Goods as required, the Supplier may charge the Customer a sum not exceeding the direct costs of recovering the Goods.
  9.4  For the avoidance of doubt, the Supplier's Retail Merchandise Authorisation (RMA) Terms and Conditions shall not apply to Goods returned to the Supplier in accordance with this condition 9.
 
10  Termination
  10.1  In addition to the Suppliers' rights at condition 4.2 above, the Supplier may terminate the Contract forthwith by notice in writing to the Customer if the Customer:-
      has a bankruptcy order made against him.
  10.2  Termination of the Contract for any reason shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
 
11  Limitation of Liability
  11.1  The Supplier shall accept liability to the Customer for any loss of or damage to any property or injury to or death of person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors.
  11.2  Except for injury to or death of any person (for which no limit applies) the liability of the Supplier under clause 11.1 in respect of each event or series of connected events shall not exceed 500,000.
  11.3  Except for the type of liability referred to at clause 11.1 and except for any other matters for which the Supplier's liability may not by law be restricted or excluded, the Supplier's total liability in respect of any contractual breach or representation, statement or tortious act or omission arising under or in connection with the Contract (a ”Default”) shall not, in cases relating to the supply or non-supply of Goods, exceed the total sums paid or payable by the Customer in respect of those Goods.
11.4  in the case of a Default relating to the supply or non-supply of Services, the total sums paid or payable by the Customer to the Supplier in respect of those Services in the 6 month period preceding the Default.
  11.5  Notwithstanding anything else contained in these Conditions (and without limiting the Supplier's liability in respect of injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees or sub-contractors), the Supplier shall not be liable to the Customer for:-
    11.5.1  any losses which are not foreseeable by both parties when the Contract is formed arising in connection with the supply of Goods or their use by the Customer;
    11.5.2  any losses which are not caused by any breach by the Supplier;
    11.5.3  business or trade losses
  11.6  The Supplier shall not be liable to the Customer for any loss arising out of any failure by the Customer to comply with its obligations under the Contract or resulting from the Customer's failure to keep restorable back-up and/or security copies of data.
  11.7  If a number of Defaults give rise to substantially the same loss then they shall be regarded as the same Default for the purpose of calculating the Supplier's maximum liability pursuant to clause 11.3.
  11.8  The Customer shall afford the Supplier not less than 30 days (following notification by the Customer) in which (if remediable) to remedy any Default.
  11.9  Nothing in this clause 11 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.
 
12  Delay or failure to perform
  The Supplier shall not be liable to the Customer if it is prevented or delayed in the performing of any of its obligations to the Customer if this is due to any cause beyond the Supplier's reasonable control including (without limitation): an act of God, explosion, flood, fire or accident; war or civil disturbance; strike, industrial action or stoppages of work; any form of government intervention; a third party act or omission; failure by you to give us a correct delivery address or notify us of any change of address.
 
13  Notices
  Notices or other documents to be given under these Conditions shall be in writing and delivered by hand or sent by registered post or facsimile to the party concerned at, in the case of the Supplier, the Supplier's quotation or order confirmation and, in the case of the Customer, the Address or such other address as one party may from time to time designate by written notice to the other. Any such notice or other document shall be deemed to have been received by the addressee if delivered, upon delivery; if posted, on the second working day following the date of posting; and if sent by facsimile, when the communication is transmitted to the recipient's fax number provided that a copy of the communication is sent by registered post or delivered by hand as soon as practicable thereafter.
 
14  The Customer's Statutory Rights
  14.1  As a Consumer, there are certain terms implied into the Customer's Contract which the Supplier cannot exclude or limit. For example, under the Sale of Goods Act 1979 (as amended) the Supplier must ensure that the Goods are of satisfactory quality. Nothing in this Contract affects these statutory rights.
 
15  General
  15.1  The Supplier may freely assign, sub-contract or otherwise transfer in whole or in part the Contract PROVIDED THAT the quality of Goods and/or Services supplied to the Customer is not affected. The Customer may not however do so without the Supplier's written agreement.
  15.2  No waiver by the Supplier of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver must be in writing to be effective.
  15.3  If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
  15.4  The provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded from the Contract so that no third party may claim any rights under this contract.
  15.5  The Contract is governed by the laws of England and the English courts shall have exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.
 
Consumer Supplemental Conditions – Proprietary Software
1  Interpretation
  1.1  The Conditions set out in this document are supplemental to Curtis Consulting Limited's Standard Consumer Terms and Conditions of Supply (’General Conditions’). In the event of any conflict or inconsistency between these supplemental Conditions (’Supplemental Conditions’) and the General Conditions, the Supplemental Conditions shall prevail but only to the extent of that conflict or inconsistency.
  1.2  Words and expressions defined in the General Conditions shall have the same meaning when used in these Supplemental Conditions. In addition, the following expressions used in these Supplemental Conditions shall, unless the context otherwise requires, have the following meanings:-
   
Annual Licence and Support Fee the Supplier’s standard annual Licence and Support fee
Consumables the materials on which the signs and other items are printed using the Software, the plastic backing materials for the signs and the toner cartridges and wear parts for any printer supplied by the Supplier for use in connection with the Software
Contract a contract for the supply of Software
Licence has the meaning given to it at clause 3.1
Perpetual Licence a Licence that will continue unless and until terminated in accordance with clause 7 of these Supplemental Conditions
Software the Supplier’s proprietary software to be provided under the Contract
Support the Software support services described at clause 4 of these Supplemental Conditions
Waiver Level the value of Consumables (as specified by the Supplier) which, if purchased by the Customer, will, subject to clause 3.3, result in the waiver by the Supplier of the Annual Licence and Support Fee
Year a period of 12 months beginning with the date on which the Software is activated or any anniversary of that date.
 
2  Charges and Payment
  2.1  The Supplier may increase the Annual Licence and Support Fee and Waiver Level from time to time by giving the Customer written notice of the increase at any time prior to the commencement of the Year to which the increase is applicable PROVIDED THAT the Customer may terminate the contract (by giving written notice to the Supplier) in respect of the Licence and/or Support within 14 days of receipt of such written notice. Any such increase shall not exceed (in percentage terms) the percentage increase in the Retail Prices Index published by the Office for National Statistics during the period since the previous increase (or, where there has been no previous increase, the date on which the Software was activated) plus 4%.
  2.2  The price of the Software includes the first Year's Annual Licence and Support Fee.
 
3  Software
  3.1  The Supplier grants to the Customer, with effect from the activation of the Software, a non-exclusive non-transferable licence (renewable annually except where the Supplier has agreed in writing to the grant of a Perpetual Licence) to load the Software and use it on a single computer under its control.
  3.2  Except in the case of a Perpetual Licence, the Licence will continue for an initial period of 12 months from the date the Software is activated (“Annual Licence”). The Software will automatically deactivate at the end of that period if the Annual Licence has not been renewed.
  3.3  Provided that the Customer is not in breach of the Contract, it may renew an Annual Licence for further 12 month periods by paying to the Supplier before the end of the then current Year the Supplier’s then applicable Annual Licence and Renewal Fee. The Supplier shall, however, waive its Annual Licence and Renewal Fee for the following Year if the Customer has purchased from the Supplier during the then current Year Consumables to a value at least equal to the Waiver Level.
  3.4  The Customer may make such copies of the Software as are reasonably necessary for back up purposes. All such copies must reproduce and include the Supplier’s copyright notice and their use shall be governed by the terms of this Licence.
  3.5  The Customer shall not do any of the following, namely:-
    3.5.1  use, store or copy the Software or its accompanying documentation (or any part of the Software or such documentation) except as expressly permitted under these Conditions;
    3.5.2  rent, lease, sub-license or lend the Software or its accompanying documentation;
    3.5.3  modify, adapt, merge, translate or create derivative works based on the whole or any part of the Software or its accompanying documentation; or
    3.5.4  disassemble, decompile or reverse engineer the Software (or any part of the Software) except insofar as mandatorily permitted by section 50B of the Copyright, Designs and Patents Act 1988 or other applicable legislation.
  3.6  The Customer shall keep possession of and control over the Software provided to it and shall effect and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person.
  3.7  The Customer may transfer the Software (complete with all its associated documentation) and the benefit of the Licence to another person or entity provided he or it has agreed to be bound by the terms of the Licence and the Customer contemporaneously removes all copies of the Software installed on hard disk and does not retain any copies of the Software or its associated documentation. If the transferee does not accept the terms of the Licence, then the Licence shall automatically terminate. If the Software is transferred without the pc on which it was originally installed and activated, then the transferee will need to apply to the Supplier for a new activation code.
  3.8  The Customer shall promptly notify the Supplier in writing of the full name and address of any transferee of the Software pursuant to clause 3.7 above and confirm to the Supplier in writing that it has complied with its obligations under clause 3.7.
 
4  Support
  4.1  During the period of the Licence (and subject to clause 4.5 below), the Supplier shall:
    4.1.1  endeavour to resolve, through the provision of an email helpdesk facility available during Normal Working Hours , any technical queries that the Customer may have in relation to the use or operation of the Software; and
    4.1.2  endeavour to correct any failure of the Software to perform substantially in accordance with its accompanying documentation provided that the Software is properly used on a computer and with an operating system complying with the specification set out in the Supplier’s user manual for the Software.
    Any further or additional support shall be provided at the discretion of the Supplier and shall be subject to the Supplier s standard charges from time to time in force.
  4.2  The Supplier shall not be obliged to provide the support referred to at clause 4.1 above if:
    4.2.1  the Customer is using any version of the Software other than the most recent version made available by the Supplier to its licensees ; or
    4.2.2  the failure of the Software to perform substantially in accordance with its accompanying documentation arises from the Customer doing or attempting to do any of the acts referred to at clauses 3.5.3 or 3.5.4 above.
  4.3  For the avoidance of doubt, the Supplier shall not be obliged to provide Support in respect of any difficulty or problem experienced by the Customer in using the Software which arises from any defect in or failure of the computer (including its operating system) upon or in connection with which the Customer is using the Software (including, without limitation, where caused by a computer virus), from the use of the Software upon a computer or with an operating system that does not comply with the specification set out in the Supplier’s user manual for the Software or from operator error.
  4.4  Unless otherwise agreed in writing by the Supplier, the support services set out in this clause 4 shall be provided only to the original registered user of the Software (being the person or entity to whom the "key" to activate the Software was originally supplied).
  4.5  Where the Customer has been granted a Perpetual Licence, the Supplier's provision of the Support referred to at clause 4.1.2 above during any Year subsequent to the end of the Year in which the Software was first activated shall be subject to the Customer having paid the Supplier's standard annual support charge from time to time in force.
 
5  Warranties
  5.1  The Supplier warrants to the Customer that:
    5.1.1  the disk on which the Software is supplied will be free from defects in materials and workmanship under normal use for a period of 90 days after the date on which the Software was originally supplied to the Customer ("the Warranty Period"). If a defect in the disk shall occur during the Warranty Period it may be returned with proof of purchase to the Supplier who will replace it free of charge.
    5.1.2  the Software will perform substantially in accordance with its accompanying documentation provided that the Software is properly used on a computer and with an operating system complying with the specification in the Supplier’s user manual for the Software. If the Software does not so perform and the Customer returns the Software and its accompanying documentation together with proof of purchase during the Warranty Period, the Supplier will provide a corrected version of the Software.
  5.2  Without prejudice to the warranties at clause 5.1 above, the Supplier does not warrant that the Software will meet the Customer’s requirements; that the operation of the Software will be error-free; or that signs or other items produced using the Software will comply with the law applicable to such signs or other items.
  5.3  Unless otherwise agreed in writing by the Supplier, the warranties given by the Supplier at clause 5.1 above are given only to the original registered user of the Software as defined at clause 4.4 above.
 
6  IPR Indemnity
  6.1  The Supplier shall indemnify the Customer against any claim that the Customer’s normal use or possession of the Software in accordance with the terms of the Licence infringes the intellectual property rights of any third party PROVIDED THAT:
    6.1.1  the Supplier is given immediate and complete control of such claim;
    6.1.2  the Customer does not prejudice the Supplier’s defence of such claim;
    6.1.3  the Customer gives the Supplier all reasonable assistance with such claim;
    6.1.4  the claim does not arise as a result of the use of the Software in combination with equipment, programs or data not supplied or approved in writing by a director of the Supplier.
  6.2  The Supplier shall have the right to replace or modify all or any part of the Software in order to avoid a third party infringement claim or if this cannot be achieved on terms which the Supplier considers reasonable, remove the Software and refund the sums (other than sums paid in respect of Support already provided) paid by the Customer under the Contract in respect of the Software and its Support.
  6.3  This clause 6 states the entire liability of the Supplier to the Customer in respect of any infringement of the intellectual property rights of any third party.
 
7  Termination
  7.1  The Supplier may terminate the Contract and/or the Licence forthwith by notice in writing to the Customer if the Customer:-
    7.1.1  commits a breach of the Contract and/or the Licence provided that if the breach is capable of remedy (being actual remedy as opposed to remedy by payment of damages or compensation) the notice shall only be given if the Customer shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
    7.1.2  has a bankruptcy order made against him
  7.2  Upon the termination for any reason of the Licence, the Customer shall, at the Supplier's option, either return to the Supplier or destroy all copies of such Software and any associated documentation.
 
8  Limitation of Liability
  8.1  For the purpose of Contracts covered by these Supplemental Conditions, clause 8.2 below applies in place of clause 11.3 of the Consumer Standard Terms.
  8.2  Except for the type of liability referred to at clause 11.1 of the Consumer Standard Terms and except for any other matters for which the Supplier's liability may not by law be restricted or excluded, the Supplier's total liability in respect of any contractual breach or representation, statement or tortious act or omission arising under or in connection with the Contract (a "Default") shall not exceed:
    8.2.1  in the case of a Default occurring during the 12 month period referred to at clause 3.2 above, the sums paid or payable by the Customer in respect of the Software;
    8.2.2  in the case of a Default occurring after the expiry of the 12 month period referred to at clause 3.2 above, a sum equal to the Annual Licence and Renewal Fee or, where the Customer has been granted a Perpetual Licence, any annual support fee paid by the Customer for the 12 month period in which the Default occurs;
  8.3  The Supplier shall not be liable to the Customer for any loss arising out of any failure by the Customer to comply with its obligations under the Contract or resulting from:
    8.3.1  use of the whole or any part of the Software with any equipment and/or software not supplied by the Supplier or approved by it for use in connection with the Software;
    8.3.2  repair, adjustment, alteration or modification of any part of the Software not undertaken by the Supplier or its sub-contractor.
RMA - Supplemental Terms
  The Conditions set out in this document are supplemental to Curtis Consulting Limited’s Standard Terms and Conditions of Supply (“General Conditions”).  In the event of any conflict or inconsistency between these supplemental Conditions (“Supplemental Conditions”) and the General Conditions, the Supplemental Conditions shall prevail but only to the extent of that conflict or inconsistency.
Words and expressions defined in the General Conditions shall have the same meaning when used in these Supplemental Conditions.
1.  The Return Merchandise Authorisation (“RMA”) form must be filled out completely and accurately, before items are returned to CCL. The form must be signed, to verify agreement with Curtis Consulting Ltd (“CCL”) terms and conditions.
Once the form has been received and verified in CCL, an RMA number will be issued.
This number will be valid for 30 days, and the item(s) must be received in CCL within that time. It is the Customer's resposibility to ensure items are returned to CCL in good time.
2.  Items may be returned if they are in warranty, and according to the terms of that warranty. Items may not be returned for any non-warranty issue (for example, change of mind).
Most goods supplied have a manufacturer warranty of 1 year.
Where the manufacturer warranty does not apply, CCL has a general policy of providing a 1 year warranty from the date of installation.
This may be varied according to conditions applied by the manufacturer and other relevant circumstances.
In addition, certain items do not attract a warranty - these include second-hand, repaired, and Charity goods.
Charity goods are those donated to CCL and are therefore second-hand. These items are supplied on an 'as seen' basis, and all proceeds go to charity.
Physical damage to any item including the packaging, however caused, will void the warranty.
3.  All items returned to CCL must be in their original packaging, with all literature, manuals, cables, disks, software and anything else included in the original packaging.
Items and packaging must be in an 'as new' condition and suitable for resale as new.
Items sent otherwise will not be accepted, and may be returned to the Customer at the Customer's expense.
4.  It may be necessary for the item to be removed from Customer Site or Address by an engineer - in that case, CCL will send an engineer to Customer Site or Address.
In other cases, it may be appropriate for the Customer to send the item to CCL. The best method will be determined when CCL receives the RMA form.
5.  If the item is to be sent by the Customer to CCL, then it is the Customer's responsibility to ensure the item is safely transported.
All items must be carefully packaged to ensure they are not damaged in transit. Any labels or addressing directions should be placed on the outside packaging (i.e. please don't write or stick labels on the item box). Responsibility for the care of the item remains with the Customer until CCL has accepted the item. For example, damage in transit however caused will void the warranty.
A reputable proof of delivery carrier should be chosen.
6.  All items returned to CCL will be tested. Any items found to be working properly will be subject to a £45 (+VAT) test bench fee. CCL policy in this case is to return the item to the customer.
In exceptional cases, if the item is new and unused and in re-saleable condition, CCL may agree to keep the item - in this case, a re-stocking fee will be applied. In cases where the item is specialised or particular to a certain system, or for any other reason, CCL reserves the right to not agree to issue a re-fund.
The re-stocking fee in most cases will be calculated as 20% of the sale price (minimum £20). CCL reserves the right to vary this charge dependant on the costs incurred per item, up to a maximum of 30% (minimum £35).
7.  CCL has a general policy of replacing faulty items, if returned to CCL within the warranty period. However, replacements are subject to availability of equivalent products at the time of the return.
CCL will make all efforts to source an equivalent new item within a reasonable period. If there are difficulties, CCL will inform the customer.
CCL reserves the right to offer second-hand equipment, or an item to a slightly different specification which is deemed suitable for customer purpose.
Any items returned outside the warranty period will be deemed Void for the purposes of RMA.
8.  Voided or fully working items must be collected by the customer within 5 days of notification.
If not, a storage fee will be charged of £1 (+VAT) per day until the item leaves CCL, or instructions for disposal are received.
9.  CCL reserves the right to reject any merchandise that does not comply all the points of this policy stated above.
Any other requests not covered by this policy will be handled on a case by case basis. CCL is under no obligation to accept goods for return except under these Conditions.