Revised: 27th April 2018
The “Seller” means EVENTBEAT Limited of 232 Manchester Road, Stockport, Cheshire, SK4 1NN. The “Buyer” means the person who buys the Products, Services or System.
The “Contract” means the Contract on the conditions set out herein between the Seller and the Buyer for the sale and purchase of the Products, Services or System.
The “Order” means an offer from the Buyer to buy the Products or Services described on the conditions set out herein.
The “Products” means the products, software or hardware, which the Seller has agreed to supply.
The “Services” means those services, which the Seller has agreed to supply, for example consultancy, development and training services.
“Variations” means revisions to the agreed specification.
The “System” means a combination of Products and Services provided by the Seller.
The headings in these conditions are for guidance only.
3. INCORPORATION OF CONDITIONS
(A) The Seller is under no liability for any Order received until the Order is accepted by the Seller in writing and the deposit paid (where applicable)
(B) These conditions shall be deemed to be incorporated in all Contracts of the Seller to supply Products and/or Services and in the case of any inconsistency with any letter or form of Contract sent by the Buyer or any other communication between the Buyer and Seller the provision of these conditions shall prevail unless expressly varied in writing and signed on behalf of the Seller.
(C) The Sellers catalogue price list and other advertising matter shall not form part of any Contract between the Buyer or Seller.
(D) The Buyer shall be deemed to have accepted the Contract if no notification to the contrary is received by the Seller within seven days of the date of the Contract.
Notwithstanding that the Seller may have given a detailed quotation no Order shall be binding on the Seller unless it has been acknowledged in writing by the Seller.
(A) Prices at which Products or Services are invoiced are those ruling at the date of delivery or supply and may be subject to variation. The Seller shall endeavour to maintain prices quoted but the Seller reserves the right to increase quoted prices to take account of increase in costs including (without limitation) costs of labour, materials, carriage or other overheads.
(B) All prices quoted are exclusive of V.A.T.
(C) Unless otherwise agreed prices for the Products, Services or System do not include:
(i) The cost of effecting delivery in accordance with clause 7 hereof.
(ii) Any special packing, alteration, installation or other special requests required by the Buyer.
(iii) Any fluctuations in price beyond the Sellers control.
(D) In consideration of the Services provided by the Seller the Buyer shall pay either a fixed fee which shall be agreed on a case by case basis and/or consultancy rates in accordance with the Sellers standard charge rates which shall with the Buyers agreement be revised periodically. Expenses will be charged at cost. In addition V.A.T. is payable at the current rate.
(E) In the event of the Buyer requiring Variations the Buyer shall pay the Seller at the agreed rates for making such provisions.
6. TERMS OF PAYMENT
(A) The Seller’s Terms of Payment are strictly payment on delivery of the Products, Services or System without deduction unless the invoice states otherwise.
(B) A claim or counter claim or set‐off shall not justify the Buyer withholding payment.
(C) The Seller shall be entitled to interest to invoiced sums outstanding for more than 30 days from the invoice date at a rate of 8% above the Bank of England base rate, to the date payment is received by the Seller.
(D) Failure by the Buyer to pay in accordance with the provisions of this clause shall entitle the Seller, without prejudice to its rights to damages, to suspend any outstanding deliveries or to cancel the Contract.
(A) Any times quoted for delivery are estimates only and although the Seller will use all reasonable efforts to deliver the Products, Services or System in accordance with the time specified, failure to comply with such time shall not constitute a breach of this Contract and time shall not be of the essence.
(B) Unless otherwise agreed in writing the Seller shall be entitled to make partial deliveries by instalments and the terms and conditions herein contained shall apply to each partial delivery. If the Buyer instructs the Seller to deliver any part of an Order the Seller reserves the right to revise any agreed price.
(C) The Seller shall not be liable for non‐delivery, partial loss or damage to the Products or where the Products are not in accordance with the Contract unless claims to that effect are notified in writing by the Buyer to the Seller (with a copy to the carrier where the carrier’s vehicles have been used to deliver the Products) within seven days of delivery for partial loss, damage and pilferage or non compliance within the Contract.
(D) If the Buyer shall fail to give notice in accordance with condition (C) above the Products shall be deemed to be in accordance with the Contract and the Buyer shall be bound to accept and pay for the same accordingly.
(E) The Seller will endeavour to provide 100% up-time of Products, Services or System during the contract period. During circumstances which result in any downtime, the Seller will not be held liable for any damages caused.
8. SELLERS RIGHTS
The Seller shall be entitled:
(A) To withdraw or cancel a quotation at any time, without liability in respect of such cancellation, for any loss to the Buyer if circumstances arise which necessitate this.
(B) To refuse or delay the supply of Products, Services or System where the Buyers credit or conduct of his account is unsatisfactory.
(C) To modify designs and specifications for an equivalent if the Seller deems this to be a preferable option. In such circumstances the Seller will endeavour to give as much notice to the Buyer as possible.
9. CANCELLATION OF CONTRACT
A Contract cannot be cancelled except with the Sellers consent and on terms which will indemnify the Seller against all loss.
If the Buyer wishes to cancel a monthly rolling contract then the Seller must be given 2 months notice and full payment must be received for this remaining period under contract.
10. LIMITATIONS OF LIABILITY
(A) In cases where the Seller is asked to recommend Products to meet the Buyers requirements the Seller does not warrant that purchase of the Products will satisfy the Buyers requirements. All recommendations of Products by the Seller are best endeavours only and the Seller can accept no responsibility if any Products supplied fail to meet the Buyers requirements or to achieve any particular level of performance.
(B) The Seller is not liable to the Buyer for any losses or non‐retrieval of data or programs from computer disk or tape for any reason or for consequential losses howsoever arising.
(C) Where the Seller obtains specialised Services such as advice on abnormal aspects of the Contract the Seller shall not be liable therefore.
(D) The Sellers liability for any act or omission is limited to the re‐performance or rectification of the Services carried out by the Seller under this Contract.
The proposal the Seller has provided will have been based on the information that the Buyer has provided at the proposal stage. It is accepted by the Seller that the Buyer may request changes and whilst the Seller agrees to minimise the impact of such changes on costs and timescales, the Buyer agrees to pay the Seller at an agreed hourly rate for any Variations needed during the development process.
The Seller requires that Variations are sent in writing. With any Variations this may result in delays to the agreed completion date.
12. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in the System will, as between the parties, be the property of the Seller and, from the date of payment of the System by the Buyer, the Seller grants to the Buyer a non-exclusive worldwide licence to use the System. The Buyer must not sell, resell, rent, lease, supply, distribute or redistribute the System.
13. FORCE MAJEURE
The Seller shall not be liable for any delay in the supply of Services or failure of the Products or System to perform in the event that the supply of Services or manufacture, supply or delivery of the Products or System is prevented or delayed by an act or circumstances beyond the Sellers reasonable control including but not limited to act of God, legislation, war, fire, drought, failure of power supply, lock‐out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure material required for the performance of the Contract.
Any failure upon strict performance of these conditions shall not be deemed a waiver of any of the Sellers rights or remedies nor be deemed a waiver of any subsequent default by the Buyer.
The invalidity in whole or part of any clause in these conditions shall not affect the validity of the remainder of such clause or conditions.
This Contract is not assignable by the Buyer without the written consent of the Seller and is between the Seller and the Buyer as principals, but the Seller may without consent assign or subcontract all or any of its rights and obligations hereunder.
If the Buyer becomes insolvent or in the opinion of the Seller is likely to go into bankruptcy, receivership or liquidation or makes default or commits a breach of this Contract, the Seller may forthwith on written notice to the Buyer terminate the Contract without incurring liability to the Buyer and without prejudice to the Sellers rights which may have occurred up to the date of termination.
18. GOVERNING LAW
The interpretation and application of the Contract shall be in accordance with English Law and both parties hereby agree to submit to the non‐exclusive jurisdiction of the English courts.
The Buyer agrees to keep confidential information obtained from the Seller (whether during the continuance of this Contract or after its termination) and shall not divulge such information to any person, firm or company other than the Sellers authorised representative.
20. POST PROJECT ALTERATIONS
The Seller cannot accept responsibility for any alterations caused by the Buyer or a third party occurring to the System once installed. Such alterations include, but are not limited to additions, modifications or deletions.
Any notices or documents to be given under these conditions shall be given by sending the same in a pre‐ paid letter or by email or facsimile transmission to the address of the relevant party set out in the Contract or to such other address as such party may have notified to the other for the purposes hereof. Any notices sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two working days after despatch and in proving despatch it shall be sufficient to show that the envelope containing such notice was probably addressed, stamped and posted. Any such notice sent by email or facsimile transmission shall be deemed to have been delivered on the next working day following its dispatch.