CHANNEL INTELLECT LIMITED
On-line Terms and Conditions for the supply of services
Your attention is particularly drawn to the provisions of Clause 11.
1.1 This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of our services (the "Services") listed on our website www.accelerate-cisco.com (the "Website") to you. Please read these terms and conditions carefully before ordering any Services from our Website. You should understand that by ordering any of our Services, you agree to be bound by these terms and conditions.
1.2 You should print a copy of these terms and conditions for future reference.
1.3 Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them, after which you will proceed to the payment page. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Services from our site.
1.4 In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. INFORMATION ABOUT US
2.1 The Website is operated by Channel Intellect Limited ("we"). We are registered in England and Wales under company number 5851914 and with our registered office at 5 St Paul's Square, Old Hall Street, Liverpool L3 9AE. Our main trading address is Romney House, Gayton Road, Heswall, Wirral CH60 8QE. Our VAT number is 921 6672 23.
3. YOUR STATUS
3.1 By placing an order through our Website, you warrant that you are: (a) acting for business purposes and not as a consumer; and (b) you are legally capable of entering into binding contracts.
4. BASIS OF CONTRACT
4.1 You agree to purchase from us, and we agree to supply to you, the Services in accordance with these terms and conditions.
4.2 After placing an order for Services, you will receive an e-mail from us acknowledging that we have received your order. Your order constitutes an offer to us to buy Services. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Services are available (the "Confirmation"). The contract between us ("Contract") will only be formed when we send you the Confirmation which will be your username & password.
4.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us, which is not set out in the Contract. Any samples, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between us for the supply of the Services.
4.4 These terms and conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4.5 Any quotation given by us shall not constitute an offer, and is only valid (subject to prior revocation) for a period of one month from its date of issue.
5. SUPPLY OF SERVICES
5.1 We shall use all reasonable endeavours to meet any performance dates for the Services but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
5.2 We reserve the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
5.3 We warrant to you that the Services will be provided using reasonable care and skill.
6. YOUR OBLIGATIONS
6.1 You shall:
(a) ensure that any information you provide to us is complete and accurate;
(b) co-operate with us in all matters relating to the Services;
(c) provide us, in a timely manner, with all information and materials relating to the Services (the "In-put Material") and such other information and materials as we may reasonably require in order to supply the Services, and ensure that it is accurate in all material respects;
(d) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services and our use of In-put Material; and
6.2 If the performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation ("Your Default"):
(a) we shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent that Your Default prevents or delays our performance of any of those obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 6.2; and
(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.
7. PRICE AND PAYMENT
7.1 The price of our Services will be as quoted on our Website from time to time, except in cases of obvious error.
7.2 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation.
7.3 After acceptance of these terms and conditions at the bottom of this page, you will be redirected to the payment processing page. Payment for all Services must be by credit or debit card. We accept payment with the cards listed on the WorldPay site.
7.4 These prices exclude VAT.
7.5 Without prejudice to any other right or remedy that we may have, if it transpires that you have not paid for the Services (and this failure to pay is not attributable to us) we may:
(a) charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Royal Bank of Scotland plc accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement, and we may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
7.6 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 For the purpose of this clause 8, intellectual property rights means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world ("Intellectual Property Rights");
8.2 All Intellectual Property Rights in or arising out of or in connection with the Services shall be (as between you and us) owned by us. Subject to clause
8.3, with effect from full payment by you for the Services, we license all such rights to you free of charge and on a personal, non-exclusive, worldwide basis only to such extent as is necessary to enable you to make reasonable use of the Services.
8.3 You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.
8.4 All In-put Material remains your exclusive property and by supplying it to us you license all such rights to us free of charge and on a personal, non-exclusive, worldwide basis only to such extent as is necessary to enable us to perform the Services.
A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain and shall only use the same for the purposes of the Contract. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Contract.
10. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1 Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the sum paid by you to us in accordance with clause 7.
10.3 Except as set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.4 We do not warrant or guarantee that the results of the Services will suit your particular needs, and you acknowledge that the results of the Services may not necessarily be appropriate for you.
10.5 We do not warrant or guarantee the performance of the internet or that the transmission of information over the internet will be secure or that the internet will be accessible at all times.
10.6 This clause 10 shall survive termination of the Contract howsoever caused.
11.1 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of the Contract and (if such a breach is remediable) you fail to remedy such breach within two weeks of being notified in writing of the breach; or
(b) any step, application, order, proceeding or appointment is made in respect of you for a distress, execution, composition or arrangement with creditors, winding up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if you are unable to pay your debts or if any event occurs which, under the applicable law of any jurisdiction to which it is subject, has an effect similar to any of the events referred to in this clause 11.1 (b).
11.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
11.3 Without limiting our other rights or remedies, we have the right to suspend provision of the Services (or any part of them) under the Contract or any other contract between us if you become subject to any of the events listed in clause 11.1 (b), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment, or if you breach any term of this Contract.
12. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) You shall immediately pay to us any outstanding unpaid payments for the Services and interest;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13.1 Events outside our control:
(a) For the purposes of this Contract, "Force Majeure Event" means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.
13.2 Assignment and subcontracting:
(a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
(b) You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.
(a) Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
(b) All notices given by you to us must be given to Channel Intellect at firstname.lastname@example.org. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in clause 13.3 (a) above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.8 Variation: Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.
13.9 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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