The following terms when used in these Terms & Conditions have the following meaning: "Seller" means iSYSTEMS Integration Ltd, company number 8957402, of Imperial House, 25 North Street, Bromley,BR1 1SD; "Buyer" means any person, firm, company or other organisation who is the addressee of any Quotation; "Order" means an order of any description issued by a prospective Buyer to the Seller in respect of products and services to be sold or supplied by the Seller; "Products" “Services” and “Support and Managed Services” means the products, services or other items which are the subject of any Quotation; "Quotation" means any quotation for Products or Services or Support and Managed Services, acceptance of Order or other communication that is issued by a director or other duly authorised representative of the Seller; "Contract" means an Order that is accepted by the Seller issuing a Quotation to the Buyer. “Employees” means permanent employees, agents, consultants, and sub-contractors.
2.1 The Buyer shall review and agree to be bound by these Terms & Conditions, as amended from time to time, when contracting with the Seller.
2.2 All Quotations are made, and all Orders (if accepted), are accepted by the Seller subject only to these Terms & Conditions and any other terms issued by a director or other duly authorised representative of the Seller, which shall prevail notwithstanding any other terms and conditions which the Buyer might bring to the Seller's notice and/or any trade, custom, practice, or course of dealing.
2.3 The placing of an Order following the provision of a quotation or other indication of price (whether verbal or in writing) and delivery shall not be binding on the Seller unless and until accepted by a director or other duly authorised representative of the Seller by way of a Quotation. The Seller reserves the right to amend the price and/or specifications of the Product, in accordance with clauses 3 and 6, prior to dispatch.
2.4 The Seller reserves the right to accept or refuse Orders without ascribing any reason.
3.1 The Product shall materially conform to the applicable specifications in force at the date of the Contract; the Seller reserves the right to amend the specifications of the Product prior to despatch.
3.2 The Seller will notify the Buyer prior to dispatch of any amendments to the specification stipulated in the Quotation, at which point the Buyer will have the right to terminate the Contract at no further cost to either party.
3.3 Prior to dispatch, if there is an amendment to the Product specification the Seller may confirm the amended Product specifications by email or the reissuance of the Quotation and/or Invoice which shall replace any prior Quotation and/or Invoice issued in respect of the Product specification.
4. Services (Professional Services and Consulting)
4.1 This section sets out the Service Specific Terms that the Buyer and Seller agree will apply where the Seller agree to supply Services to the Buyer.
4.2 A description of the Services the Seller will be provided to the Buyer and how the Seller intends to provide the Services to the Buyer will be as set out in the Project Initiation Document (PID) or Statement of Work (SoW). Any PID or SoW provided by the Seller will form part of the Contract between the Buyer and the Seller relating to Services.
4.3 The Seller will provide the Buyer with the Services set out in the PID or SoW (as applicable) in all material respects and will provide the Consulting Services in accordance with Good Industry Practice.
4.4 The price for the Services will be as set out or otherwise referred to in the PID or SoW.
4.5 The Seller will provide the Buyer with an initial estimate of the number of days of Consulting Services required based on the Buyer requirements and the applicable day rate for those days (Consultancy Estimate).
4.6 The Buyer will provide the Seller with an Order based on the Services Estimate.
PID and SoW
4.7 The Seller will complete a detailed scoping exercise after producing the Seller Services Estimate and produce a defined Statement of Work (SoW) or Project Initiation Document (PID) confirming the number of days required to satisfy the Buyer requirements and the applicable day rate for those days.
4.8 If the number of days required in the PID or SoW exceeds the Seller Services Estimate the Seller will ask the Buyer for the Buyer approval of the number of days in the SoW or PID.
4.9 The Buyer will provide approval or rejection of any revised number of days of Services in the PID or SoW promptly following receipt.
4.10 If the Buyer approves the number of days for Services in the SoW or PID, the Seller will invoice the Buyer based on the PID or SoW (as applicable) and the Buyer will pay in accordance with the applicable terms of the Contract.
4.11 If the Buyer rejects the revised number of days for Services in the SoW or PID, the Buyer may cancel the Buyer Order for the Services that are the subject of revision, provided that where the Seller may invoice the Buyer for the number of days utilised by the Seller scoping the Buyer requirements and providing associated documentation.
4.12 If the number of days required to satisfy the Buyer requirements and the applicable day rate for those days as confirmed in the SoW or PID issued in accordance with Clause 4.7 remains the same, the Seller will, subject to the terms of the Contract, charge the Buyer the price or the number of days stated in the relevant PID or SoW for the Consulting Services regardless of the number of days spent by the Seller.
4.13 Where Consulting Services are being funded (in part of full) on your behalf by Microsoft, The Buyer is required to complete the Microsoft proof of execution documents, alongside completing any required steps in order for the Seller to be paid by Microsoft for these Consulting Services. In any event, should we not be paid for these services by Microsoft, The Buyer will be liable to pay for the days delivered, priced at our rate card at the time.
Services Time Bank
4.14 If the Buyer purchases days in advance for use later (Services Time Bank), The Buyer must consume these days within twelve (12) months of their invoice date. The Seller reserves the right to remove any remaining balance at any time on or after the expiration of such twelve (12) month period.
4.15 If all Services are completed or the Buyer terminates the Services as a result of any material breach by the Seller in respect of any of the Seller obligations relating to the Services, The Seller will refund any unused days in the Buyer Services Time Bank as at the date of completion or termination upon request by the Seller.
5. Support and Managed Services
5.1 This section sets out the Service Specific Terms that the Buyer and the Seller agree will apply where the Seller agrees to supply Support and Managed Services to the Buyer.
Support and Managed Services
5.2 A description of the Support and Managed Services the Seller will provide to the Buyer and how the Seller intend to provide the Support and Managed Services to the Buyer will be as set out in a separate specific Service Agreement. Any separate specific Services Agreement provided by the Seller will form part of the Contract between the Buyer and the Seller relating to Support and Managed Services.
5.3 The Seller will provide the Buyer with the Support and Managed Services in accordance with Good Industry Practice and any applicable separate specific Service Agreement from time to time.
5.4 The price for the Support and Managed Services will be as set out or otherwise referred to in the separate specific Service Agreement Duration.
5.5 The minimum term for Support and Managed Services will be one (1) year from the date of commencement of the Support and Managed Services. Thereafter, the Support and Managed Services will automatically renew for a subsequent twelve (12) month period at each anniversary unless and until terminated by the Buyer providing notice of the Buyer intention not to renew the Support and Managed Services not less than ninety (90) days prior to the next anniversary of the Support and Managed Services.
5.6 If the Buyer purchases days in advance for use later (Support and Managed Services Time Bank), the Buyer must consume these days within twelve (12) months of their invoice date. The Seller reserves the right to remove any remaining balance at any time on or after the expiration of such twelve (12) month period.
5.7 If the Support and Managed Services expire and the Buyer choose not to renew the Buyer Support and Managed Services, The Seller reserve the right to remove any remaining balance at any time on or after the expiration.
5.8 If the Buyer terminates the Support and Managed Services as a result of any material breach by the Seller in respect of any of the Seller obligations relating to the Support and Managed Services, the Seller will refund any unused days in the buyer Support and Managed Services Time Bank as at the date of completion or termination upon request by the Buyer.
6.1 Prices of the Product, how so ever given by the Seller, are based on the conditions stipulated on the date of the Contract; the Seller reserves the right to amend the price of the Product prior to dispatch.
6.2 Unless notified to the contrary the Seller's act of dispatching the Product will confirm the price of the Product arising from any Order. The Seller will notify the Buyer prior to dispatch of any amendments to the price stipulated in the Quotation, at which point the Buyer will have the right to terminate the Contract at no further cost to either party.
6.3 Prior to dispatch, if there is an amendment to the price the Seller may confirm the amended price by email or the reissuance of the Quotation and/or Invoice which shall replace any prior Quotation and/or Invoice issued in respect of the price.
6.4 All prices are exclusive of value added tax which shall be payable by the Buyer to the Seller at the rate ruling at the applicable tax point.
7.1 Whilst the Seller will use its reasonable endeavours to deliver the Product in accordance with the Buyer's requirements, the Seller will not be liable for any consequences of late delivery howsoever caused.
7.2 The Seller may make partial delivery of any order or deliver any order by instalments and these Terms & Conditions shall apply to each and each delivery shall be deemed to be a separate contract.
7.3 At the Buyer's request the Seller will arrange, as the Buyer's agent, any necessary transportation which shall be at the Buyer's expense.
7.4 If a Seller authorised courier is used to deliver the Product, the Seller's obligation to deliver any order shall be deemed fulfilled upon delivery at the Buyer's premises. In such circumstances the Seller shall be responsible for arranging the necessary transportation and in-transit insurance.
7.5 If a Seller authorised courier is not used to deliver the Product, the Seller's obligation to deliver any order shall be deemed fulfilled upon delivery at the Seller's premises either directly to the Buyer or to the Buyer's selected courier. In such circumstances the Buyer shall be responsible for arranging the necessary transportation and in-transit insurance.
8.1 The Buyer may not cancel any Contract or part of any Contract which is due for delivery within thirty (30) days, except where the Seller amends the price and/or specification of the Product prior to dispatch.
9.1 Payment is due within thirty (30) days following delivery. If credit checks are unsatisfactory then payment may be requested in advance of delivery.
9.2 As a pre-requisite to any future deliveries being made by the Seller all payments shall be made by the relevant due date.
9.3 Failure by the Buyer to pay any Invoice by its due date shall entitle the Seller at its option: a) to charge interest at the rate of two percent (2%) per month; b) to charge the Buyer any costs incurred by the Seller in the course of collecting outstanding monies due to the Seller from the Buyer; c) suspend any warranty or other support for the Product or any other goods supplied by the Seller to the Buyer, whether or not they have been paid for; and/or d) credit any amount owed by the Seller to the Buyer against any amount owed by the Buyer to the Seller on any account whatsoever.
10. Exclusion of Liability
10.1 The Buyer is relying on its own skill and judgment in relation to the suitability and compatibility of the Product for its purposes and the Seller accepts no liability whatsoever for any knowledge it may possess as to any special purpose for which the Product is supplied.
10.2 Save as provided in Section 11 of the Sale of Goods Act 1979, all conditions, vendor support warranties and liabilities whatsoever whether implied, by statute or otherwise, are hereby expressly excluded and the Seller shall be under no liability whatsoever for any loss or damage of whatsoever kind, howsoever caused or arising, including but without being limited to any direct or indirect or consequential loss or damage, lost profits, loss of use or other economic loss, provided that nothing in these Terms & Conditions or any Contract shall be construed so as to exclude the liability of the Seller for fraud, or for negligence or wilful default of the Seller, or its employees or agents, in so far as the same results in death or personal injury.
10.3 Any liability of the Seller under these Terms & Conditions shall be capped at the price of the Products supplied to the Buyer by the Seller under the Contract.
11.1 The Buyer shall not, during the term of the Contract and for twelve (12) months following the termination or expiry of the Contract either directly or indirectly solicit or entice away (or seek to attempt to solicit or entice away) from the Seller employment any of the Seller’s employees who at the time of such solicitation or enticement is or was engaged by the Seller under or in connection with the Contract in the twelve (12) months immediately preceding such solicitation or enticement.
11.2 If the Buyer employs a person in breach of Clause 11.1 (Solicited Employee), then without prejudice to any of the Seller other rights or remedies, the Buyer shall on demand pay an amount equivalent to twenty-five per cent (25%) of the gross annual salary or annual contract fees of the Solicited Employee, being such salary or fees in place immediately prior to such solicitation or enticement.
12. Force Majeure
The Seller shall not be responsible for any failure to carry out any of its duties or obligations under a Contract where such failure is caused by any event arising beyond the reasonable control of the Seller.
The Seller may without prior approval from or notice to the Buyer make changes to any Product which do not affect physical interchangeability or performances or are required for the purposes of safety or to meet the Product's specification.
14. Property and Risk
14.1 Where a Seller authorised courier is used to deliver the Product, the risk in the Product shall pass to the Buyer when the Product is delivered at the Buyer's premises.
14.2 Where the Buyer either collects the Product from the Seller's premises or a Buyer selected courier collects the Product from the Seller's premises on the Buyer's instruction, the risk in the Product shall pass to the Buyer on receipt of the Product at the Seller's premises by the Buyer or the Buyer's selected courier, as applicable.
14.3 Notwithstanding delivery of and the passing of risk in the Product and notwithstanding any other provisions of these Terms & Conditions, the Seller reserves the right of disposal of each part of the Product, and the property therein shall not pass to the Buyer, until the Seller has received in cash or cleared funds payment in full for such items and all other products supplied by the Seller to the Buyer and default interest as provided for in these Terms & Conditions and all other monies on any account whatsoever owed by the Buyer to the Seller.
15. Export Regulations
15.1 The Buyer shall be responsible for obtaining any licences, registrations, permits or approvals necessary or advisable for the importation, promotion, and sale of the Products outside the EU. The Seller shall provide reasonable assistance and support to that end.
15.2 Where the Buyer resells the Products, the Buyer shall comply with all local regulations and laws concerning the marketing and sale, and with all and any conditions binding on it in any licences, registrations, permits, or approvals referred to in clause 15.1.
16.1 If at any time the Buyer shall commit a breach of any of its obligation under a Contract, or default in making any payment by the due date, or become insolvent or in any way unable to pay its debts as they fall due, or assign or attempt to assign a Contract, then the Seller may, if it so elects, terminate any Contract then subsisting, by giving the Buyer written notice to take immediate effect (save that the Buyer shall have ten (10) days to correct a breach (if remediable), failing which termination shall take effect at the end of the ten (10) day period). No forbearance or indulgence granted by the Seller to the Buyer shall in any way limit the rights of the Seller under these Terms & Conditions.
16.2 The Buyer shall notify the Seller (in particular, the Seller's internal audit function) immediately if it becomes aware of or has grounds for suspecting any fraudulent activity or malpractice directly or indirectly in connection with the subject-matter of a Contract. Failure to notify the Seller shall be deemed an irremediable material breach of these Terms & Conditions by the Buyer.
16.3 Without prejudice to any other remedy it may have, if the Seller has reasonable grounds for believing that the Buyer or a subcontractor of the Buyer has committed fraud or malpractice directly or indirectly in connection with the subject-matter of a Contract, the Seller may, in its absolute discretion, suspend the Seller's obligations in respect of the relevant part or all of the Contract (if relevant). The suspension will continue for so long as the Seller deems it necessary to investigate the suspected fraud or malpractice.
17. Data Protection
The Seller complies with the data protection laws applicable to businesses in the United Kingdom. The Seller may use personal information provided by the Buyer to process orders and respond to queries or feedback. The Seller may also use such details to contact the Buyer about special offers, new products, or forthcoming events and to better understand the Buyer's business and needs.
18.1 Seller may at any time set-off any liability of the Buyer to Seller against any liability of the Seller to Buyer, whether either liability is present or future and whether not either liability arises under these Terms and Conditions. Any exercise by the Seller of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms and Conditions or otherwise.
18.2 All amounts due under these Terms and Conditions shall be paid by the Buyer to the Seller in full without any set-off, counterclaim, deduction or withholding.
19 Assignment, Variation and Third-Party Rights
19.1 The Seller may assign all or any of its rights under these Terms & Conditions on giving written notice to the Buyer.
19.2 The Seller reserves the right, at its sole discretion, to modify or replace these Terms and Conditions from time to time and for any reason whatsoever. The Seller will not notify the Buyer of changes to these Terms and Conditions but will update all documentation with the amended Terms and Conditions. It is the Buyers responsibility to regularly review the Terms and Conditions and any amendments or updates to the Terms and Conditions prior to entering into a Contract with the Seller.
19.3 The parties do not intend any third party to have the right to enforce any provisions of these Terms & Conditions under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except where such third party is an assignee of rights under a Contract in accordance with Condition 19.1.
20. Anti-Bribery and Anti-corruption
20.1 The Buyer shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 ("Relevant Requirements").
20.2 The Buyer shall have and maintain its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.
20.3 Breach of this clause 20 shall be deemed a material breach of the agreement.
These Terms and Conditions shall be subject to and construed under English Law and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in force and effect in all other circumstances. If any provision is declared void and unenforceable by a court of competent jurisdiction all other provisions in these Terms & Conditions shall remain in full force and effect.